The shopping center industry continues to enjoy relative freedom from governmental regulation and operates within the framework of a long term, well established body of favorable commercial landlord/tenant law. Conversely, certain "'unfair and deceptive practices" in the sale of franchises have led to comprehensive consumer protection legislation at both the state and federal level. In 1978, the Federal Trade Commission promulgated a series of uniform disclosure requirements that a franchise or business opportunity seller must make when soliciting a prospective buyer. Often, the prospective buyer of a fast food franchise is an unsophisticated husband and wife, owner/operator, commonly referred to as a "mom-and-pop." In the leasing of certain retail space in a modem, enclosed shopping mall or festival marketplace, the developer/landlord of the project targets the "mom-and-pop" as a potential tenant. However, the shopping center developer, unlike the fast food franchisor, is under no disclosure requirement, and short of committing outright fraud, has a free hand to do and say whatever he deems necessary to secure a deal with a new tenant. The franchisor, dealing with the very same mom and pop is restricted to compliance with detailed state and federal franchise and business opportunity regulations. This paper advances the proposition that the shopping mall developer, like the franchisor, should be subject to the same marketing restrictions and disclosure requirements.
James R. Cataland, Disclosure Protection: Franchises and Food Court Leases, 53 Clev. St. L. Rev. 605 (2005-2006)