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As few replies above suggested, it will be dart in the dark to advise anything without knowing much about your business.

But, you could do the deal by keeping the full ownership of 3 retail stores you have and keeping 55% of equity of the franchise. The premise of this thinking is that you are bringing your knowledge of the business to the table and legal guys bringing their knowledge and skills to the table. So, there is nothing unfair.

I don’t see why the legal guys wants to be part of it if they don’t see there is future in the business. The business that both of you build together not the one you built already!