Business Know How

How to exit a franchise the smart way

Melissa Bush discusses how Australian franchisees can exit a franchised business and why it requires careful legal and financial planning. She outlines key exit paths - selling (usually needing franchisor consent and buyer approval), not renewing at the end of term (with notice requirements, debranding and return of materials), negotiating early termination, or closing - and explains how renewing before selling can increase value despite renewal fees and upgrade obligations. The episode highlights major risks and constraints including restraint of trade clauses, limits on using customer databases and goodwill, territory restrictions, and the impact of lease structures, especially where the franchisor holds the head lease and the franchisee only has a licence to occupy. She warns that failing to sell before expiry can mean losing goodwill and site control to the franchisor, and urges early review of agreements and professional advice.

00:00 Should You Exit

00:52 Podcast Intro Disclaimer

01:59 Why Exiting Is Complex

03:19 Selling Your Franchise

04:34 Non Renewal Planning

05:21 Early Termination Talks

06:37 Renewal Timing Strategy

08:37 Restraint Of Trade

10:27 Lease Territory Customers

12:54 Walking Away Costs

14:38 Franchisor Continuity

17:09 Exit Strategies Recap

Fair Work Ombudsman Enforcement Patterns (Jan–Mar 2026):  What Australian Small Businesses Must Know

Melissa Bush reviews Fair Work Ombudsman media releases from January to March 2026 to identify enforcement patterns relevant to business owners, emphasizing a 2026 shift from isolated underpayments to systemic failures, record-keeping, notice/order breaches, director involvement, and deliberate or repeated conduct. She highlights targeted industries (hospitality, construction, labour hire, manufacturing, healthcare/care) and a strong focus on migrant and young workers, plus increasing Fair Work–ATO collaboration. Key examples include UNSW penalized for record-keeping failures, individuals pursued despite liquidation, alleged false records by a labour hire provider, healthcare and small single-employee cases, multi-site systemic payroll errors, non-compliance with Fair Work Commission orders, enforceable undertakings (including Uniting Communities’ $2.6m underpayments), crackdown on cashback schemes, escalation for ignoring compliance notices, joint sham contracting action, unannounced joint inspections, and harsher treatment of repeat offenders.

00:00 Q2 Kickoff and Shift

01:06 Show Intro and Disclaimer

03:22 How to Read Releases

05:18 January Cases and Signals

08:16 February Expansion and Escalation

12:27 March Crackdowns and Joint Ops

15:47 Quarter Themes and Takeaways

17:19 Wrap Up and Next Steps

https://www.fairwork.gov.au/newsroom/media-releases

Is a Simple Will Enough for Business Owners? Estate Planning, Structures, and Continuity Melissa Bush explains why a basic DIY will is often inadequate for business owners because a will only covers assets forming part of the estate and may be overridden by existing legal arrangements. She outlines how business interests differ by structure: sole traders’ business assets generally fall into the estate, while partnerships involve a partnership interest often governed by partnership agreements, and companies involve shares that may be restricted by shareholder agreements. The episode covers common agreement provisions such as buyout rights, valuation mechanisms, and limits on family members stepping into ownership, plus Corporations Act 2001 issues for sole director/sole shareholder companies. Bush emphasizes powers of attorney for incapacity planning, the role of insurance and buy-sell agreements in funding ownership transfers, and risks of intestacy causing delays and disruption. Proper advice aligns wills, business documents, and objectives.

00:00 Is a Simple Will Enough

01:08 Podcast Intro and Roadmap

03:16 What a Will Covers

04:15 Business Structures and Estates

06:08 Partnerships After Death

07:31 Shares and Shareholder Rules

08:44 Sole Director Risks

09:46 Powers of Attorney Matter

10:49 Buy Sell and Insurance

11:59 No Will Intestacy Problems

12:48 DIY Wills for Owners

13:35 What Proper Advice Looks Like

14:35 Wrap Up and Next Steps

Informal Business Partnerships: Ownership, Control and Legal Steps to Protect Yourself

Melissa Bush uses an online post by a 23-year-old business owner as a case study about small-business disputes arising from informal arrangements. In the scenario, the business began under a personal ABN, a friend joined on a verbal 50/50 basis, the venture later became a Pty Ltd, and a mistake led to over $20,000 in customer refunds; after the split, the friend claims to be out but remains listed as director/shareholder, refuses mediation, and disputes responsibility despite texts and a joint account. The episode explains how disputes hinge on evidence, structure, and legally recognisable relationships, including whether a partnership exists, how ownership is determined by registrations and conduct, and issues of control, fiduciary duties, and proof without documents. Key guidance is to get early legal advice, avoid unilateral escalation, preserve evidence, and consider negotiation/mediation given litigation costs and uncertainty.

00:00 Business Dispute Case Study

01:02 Podcast Welcome Disclaimer

02:10 Forum Post Breakdown

04:11 Why These Disputes Happen

06:27 How Informal Deals Unravel

08:56 Key Legal Issues Explained

12:17 Online Advice Three Rules

14:20 Prevention Lessons Upfront

15:39 What To Do Now

16:16 Key Takeaways Farewell

Loan Documents, Forgery Claims and the Power of Independent Legal Advice: Lessons from a Supreme Court Case

The episode examines a Supreme Court of Victoria decision involving a borrower who sought to avoid liability under a roughly $300,000 loan secured by a registered mortgage by alleging she did not sign the documents, that signatures were forged, documents were backdated, and the lender engaged in unconscionable conduct. With handwriting experts for both parties unable to reach definitive conclusions, the court assessed the totality of evidence, including the advance and receipt of funds, repayment history, and lender records consistent with an operative loan. The borrower’s forgery case failed because serious allegations require persuasive proof on the balance of probabilities, and minor date discrepancies were treated as possible administrative errors. The unconscionable conduct claim also failed due to lack of special disadvantage or exploitation and because the borrower had an opportunity to obtain independent legal advice but did not. The key lesson for business owners is that once transactions are implemented, unwinding them is extremely limited, making independent legal advice critical for loans, guarantees, leases, and major business decisions.

00:00 Signing Without Realising

00:49 Case Overview And Roadmap

01:15 Podcast Intro And Disclaimer

03:20 The Loan And Default

04:19 Forgery And Backdating Claims

04:52 Handwriting Evidence Problems

05:30 How Courts Weigh Evidence

06:48 Why The Claims Failed

09:35 Independent Advice Matters

11:14 Where Advice Is Essential

14:15 Final Takeaways And Wrap

https://www.businessknowhow.com.au/blog/independentadvice_0326

Selling a Business in Australia: Assets, Leases, Financial Disclosure, Employees and Contract Conditions

Melissa Bush explains that selling a business is a complex legal transaction involving more than price, covering assets, goodwill, contracts, leases, employees, intellectual property and disclosure obligations. Using scenarios, she outlines what is actually sold (including stock and business name) and how lease assignments can derail a deal if landlord consent is refused or new terms are demanded. She warns that inaccurate financial information, even if unintentional, can expose sellers to misleading or deceptive conduct claims if buyers rely on it. She explains that employees do not automatically transfer, requiring sellers to address entitlements and buyers to document new terms to avoid staff uncertainty and value loss. Finally, she discusses conditions precedent like finance approval and how missed deadlines can trigger disputes over deposits, emphasising careful drafting and early professional advice.

00:00 Selling Is Complex

01:22 Show Format Disclaimer

02:30 What Youre Selling

03:59 Leases Can Derail

05:19 Financials Must Be Accurate

08:08 Employees And Entitlements

10:26 Contract Conditions Deposits

12:37 Prepare For A Smooth Sale

13:56 Final Takeaways Next Steps

When Informal Deals Become Legal Partnerships Host Melissa Bush explains that under Australian law, a partnership can exist without a written agreement if people carry on a business in common with a view to profit, and courts determine this from conduct and evidence such as profit sharing, control, contributions, records, and representations to others. She outlines major consequences, including partners acting as agents who can bind each other, joint and several personal liability for debts, and fiduciary duties. The episode discusses Hallam v Tancred, where an arrangement labelled as employment was found on appeal to have partnership hallmarks, and a NSW cafe dispute case (Pitac v Sdo) showing vague informal understandings and undocumented cash claims failing against formal company records. Bush covers dissolution, valuation, death of a partner, and urges documenting contributions, profit distribution, decision-making, exit and valuation mechanisms, estate planning alignment, and tax considerations through a formal partnership deed.

00:00 Handshake Deals Risk

01:29 Show Intro Disclaimer

02:37 Partnership Basics NSW

04:11 Legal Consequences Partners

05:21 Case Hallam Tancred

07:11 Cafe Dispute Case

09:41 Exit Without Agreement

11:33 Hidden Liability Risks

12:41 Death Estate Issues

13:49 Why Avoid Agreements

14:49 How To Protect Yourself

16:14 Key Takeaways Wrap

17:29 Final Call To Action

Unfair Dismissal in Australia: 10 Key Things Small Business Owners Need to Know Melissa Bush presents an episode of Business Knowhow explaining unfair dismissal under the Fair Work Act 2009 and what often surprises small business owners. She outlines the four elements of unfair dismissal (dismissal, harsh/unjust/unreasonable, compliance with the Small Business Fair Dismissal Code for small business employers, and not being a genuine redundancy) and notes possible remedies of reinstatement or compensation. The episode covers 10 key points: minimum employment periods (6 months, or 12 months for employers with fewer than 15 employees); casuals may qualify if employed regularly and systematically with a reasonable expectation of ongoing work; high earners may still claim if covered by an award or enterprise agreement (high income threshold cited as $183,100 from 1 July 2025); resignations can be constructive dismissal; a valid reason is not enough without fair process and an opportunity to respond; the Small Business Fair Dismissal Code and its Fair Work Commission checklist must be followed (including warnings for performance issues and reasonable grounds for summary dismissal for serious misconduct); redundancies must be genuine and include consultation and redeployment considerations; claims must be lodged within 21 days; reinstatement is the primary remedy, with compensation generally capped at the lesser of 26 weeks’ pay or half the high income threshold; and costs are usually each party’s own but can be ordered for unreasonable conduct or hopeless claims/defences. Two cases are discussed: Mitchell Fuller v Madison Branson (false sick leave and dishonesty found to justify dismissal consistent with the Small Business Fair Dismissal Code, claim dismissed) and Janice v Red Star Gold Coast (redundancy accepted but unfair dismissal found due to failure to conduct genuine award-required consultation). The episode emphasises that eligibility, correct process, using the code and checklist, and seeking advice before termination can reduce risk, and highlights the importance of acting quickly given the 21-day limit.

00:00 Unfair Dismissal Scenarios

01:08 Show Intro and Disclaimer

02:28 What Unfair Dismissal Means

03:22 Eligibility and Service Rules

04:07 Casuals and High Earners

05:34 Constructive Dismissal Risks

06:18 Valid Reason vs Fair Process

07:09 Small Business Code Checklist

08:43 Genuine Redundancy Requirements

09:38 Deadlines Remedies and Costs

11:33 Case Study False Sick Leave

13:50 Case Study Redundancy Consultation

16:25 Key Takeaways for Owners

17:28 Final Advice and Wrap Up

https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/cth/FWC/2024/531.html

https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/cth/FWC/2025/784.html

https://www.fwc.gov.au

https://www.fairwork.gov.au

https://www.fwc.gov.au/small-business-fair-dismissal-code

https://www.fwc.gov.au/high-income-threshold

https://www.fwc.gov.au/awards-and-agreements/awards

Business Structures in Australia: Sole Traders, Partnerships, Companies and Trusts (and Why the Trustee Matters) Melissa Bush explains that a business structure is not just a tax choice and affects asset ownership, liability, contracting, and what happens if someone resigns or dies. She outlines the differences between sole traders and partnerships (no separate legal entity and personal liability), companies (a separate ASIC-registered legal entity that can own property and enter contracts, with shareholders and directors and generally limited liability), and trusts (not a legal entity but a relationship governed by a trust deed where the trustee holds legal title and contracts on behalf of beneficiaries). She unpacks why the identity of the trustee is critical and uses a commercial lease renewal example where a husband signed personally as trustee, later resigned, and the lack of a corporate trustee created confusion that required careful evidence of the trust and trustee change; she notes a corporate trustee would have provided continuity even if directors or shareholders changed. The episode also covers constructive trusts through a family property development dispute where one person held legal title but others contributed money and labour based on an understanding of shared ownership; the court examined common intention, reliance and contributions, and unconscionability, and ultimately imposed a constructive trust to recognise a beneficial interest despite no trust deed. The key takeaways are to understand who the trustee is, consider a corporate trustee for clarity and stability, and document intentions in shared property arrangements because courts can impose trusts based on conduct, contributions and intention. 00:00 Business Structure Isn’t Just Tax: Who Signs, Who’s Liable?

01:20 Podcast Intro + Legal Disclaimer

02:28 What ‘A Business’ Legally Means (Assets, Relationships, Not an Entity)

03:24 Sole Trader vs Partnership: Personal Liability Explained

04:17 Companies: Separate Legal Entity & Limited Liability Basics

04:54 Trusts 101: What a Trust Is (and Why It’s Not a Legal Person)

06:12 Lease Renewal Case Study: When the Wrong Trustee Name Is on the Lease

07:26 Why a Corporate Trustee Matters: Continuity, Clarity, Stability

08:06 Constructive Trusts: Family Property Dispute & What Courts Look For

12:17 Key Takeaways + Next Steps (Structure, Trustees, Document Intentions)

Proactive Legal Health Check for Your Business In this episode of 'Business Know How Practical Legal Insights for Australian Businesses', host Melissa Bush emphasises the importance of proactive legal compliance for business owners. The episode features a recording of a webinar that focuses on why proactivity is essential, how to periodically review your business, and how to use the Business Knowhow Legal Health Checklist. Listeners are encouraged to download the checklist to evaluate their legal foundations, review contracts, understand compliance obligations, and align their business structures. The goal is to manage legal responsibilities proactively to ensure a smooth operation throughout the year.

00:00 Introduction: Assessing Your Business's Legal Health

01:13 Welcome to Business Knowhow Podcast

02:28 Starting the Webinar: Legal Health Check Overview

05:04 Understanding the Business Lifecycle

08:36 Proactive Legal Compliance

14:27 Legal Health Check: Key Elements

16:17 Business Structures and Succession Planning

21:38 Contracts and Employment Agreements

24:35 Compliance and Regulatory Obligations

25:43 Estate Planning for Business Owners

28:09 Conclusion and Next Steps