SUMMARY

Experienced franchise general counsel with the legal and business acumen needed to understand his client’s big picture. More than ten years’ experience with  corporate governance, Franchise Disclosure Document (FDD) compliance and review, contract and retail lease negotiations, restaurant purchase and sales, and IP portfolio management. Deep knowledge regarding franchise regulatory and restaurant compliance, litigation, and dispute resolution. In addition to ten years as a restaurant franchisor general counsel, co-chaired the franchise and distribution team of a respected business law firm for three years, and litigated and successfully resolved commercial and franchise litigation for more than fifteen, making me a highly capable franchise mediator who can appreciate both party’s position and help formulate a win-win solution.

PROFESSIONAL EXPERIENCE
CULP LEGAL, FRANCHISE & BUSINESS CONSULTING LLC (company was dissolved and reincorporated as CULP FRANCHISE LAW PLLC) – TAMPA, FL                                                                                                                                                   President 2025 - Present

· Hired by Major Lindsey & Africa (MLA) as part of its Interim Legal Talent program

· Placed by MLA as interim lead in-house counsel for a large owner/operator of Taco Bell restaurants, along with Five Guys and other branded airport concessions.

· Represented multiple full-service franchised restaurants.

THE MELTING POT RESTAURANTS, INC. – TAMPA, FL
Chief Legal & Business Officer and Board Member 2020 – 2024

General Counsel & Chief Business Officer and Board Member 2019 – 2020
General Counsel 2014 - 2019

· Achieved long sought objective of aligning ownership and management around a single objective, completing the merger of Front Burner Brands,a multi-brand restaurant manager, into The Melting Pot Restaurants, the franchisor of the iconic Melting Pot® brand 

FRONT BURNER BRANDS, INC. – TAMPA, FL 

Chief Legal & Business Officer and Board Member 2020 – 2024

General Counsel & Chief Business Officer and Board Member 2019 – 2020

General Counsel    2014 - 2019

• Helped managed company through pandemic restaurant shutdown and post-pandemic transformation of the restaurant industry by renegotiating and teaching franchisees to renegotiate restaurant leases.

• Reacquired Melting Pot distribution rights for Mexico.

• Formed and led a cross-departmental System Health team to identify and help struggling restaurants for which I was promoted to chief business officer in addition to chief legal officer.

• Designed original version of system wide balanced scorecard allowing company and each franchisee to track key restaurant business metrics including prime costs, social reviews, and financial results. 

· Drafted and completed transaction forming joint vengture for newly developed quick service restaurant.

· Drafted and completed multiple restaurant bulk asset purchase stock transactions.

· Hired as first general counsel and reduced companywide legal spend by 53 percent in first year.

· Resolved nationwide wage and hour class action litigation for no monetary consideration.

Settled multi-million-dollar Canadian litigation for less than 2 percent of amount at issue.

CHESLEY K. CULP III, P.C. – DENVER, CO

President 2013 – 2014

· Drafted and revised multiple FDD franchisor investment prospectuses.

· Brokered settlement of long running litigation between client and large craft supply store. 

MOYE WHITE LLP – DENVER, CO

Of Counsel, Co-Chairman Franchise & Distribution Section 2009 –2012

· Substantially revised UFOC franchise prospectus allowing nationwide roll-out of dental franchise opportunity.

· Litigated and settled two multi-million-dollar lawsuits involving: (a) a United States real property management franchise, and (b) a Canadian yoga apparel franchisor and retailer.

QUIZNOS SUBS – DENVER, CO

Vice President & Assistant General Counsel 2007 –2008

• Promoted to chief counsel supporting and advising Quiznos Canada, the company's top international division by sales volume and led effort to resolve two pending Canadian class actions.

• Managed worldwide litigation reducing class actions from eleven to six and cut overall litigation by half.

Created and led cross-departmental team to mitigate competitive threat to U.S. business model resulting in modification of U.S. franchise agreements and supplier/distribution agreements.

MOYE WHITE LLP – DENVER, CO

Partner 1996 –2006

· Notable litigation and arbitration included:

- Seven-Eleven Hampden v. Quiznos Sub, 97-CV-6769, summary judgmenton behalf of Quiznos.

- Masri v. Big O Tires, won bench trial on behalf of owner of eleven franchises in Detroit, Michigan.

- Factual Data - Southern California v. Kroll Factual Data, AAA No. 77 114 Y 00140 05 JISI, won multi-million-dollar award enjoining the franchisor's internet encroachment in area developer’s Southern California territory.

- In Re SBC Communications, Inc. and AT&T Corp., Docket No. 05A-084T, administrative ruling that no Colorado regulatory approval was required for SBC/AT&T merger.
 - WorldCom, Inc. (s/k/a MCI WorldCom) v. US West Communications, Inc., Case No. 96-B-404, won $2,617,331.90 summary judgment and received congratulatory phone call from Bernie Ebbers.

Associate (law firm was then known as Moye, Giles, O’Keefe, Vermeire & Gorrell, LLP) 1990 –1995

· Dreith and EEOC v. National Football League, Case No. 91-C-1289, led public and private effort to negotiate a favorable settlement in a landmark age discrimination litigation against the NFL.

· Martin Marietta v. Don Ward Trucking, Case No. 91-C-0159, in my first solo trial, a bet the company litigation, I won a jury verdict rejecting all of plaintiff’s claims and was awarded attorney’s fees.

People v. Reilly, Case No. 1990CV01324, served as 2nd chair in trial broadcast on Court TV and won jury verdict acquitting a nursecharged with attempted first-degree murder of her dying patient.

SWIDLER & BERLIN, CHTD.– WASHINGTON, DC  

Associate – Trial Section 1988 –1990

EDUCATION & CREDENTIALS
Harvard Law School, J.D. cum laude 

University of Colorado Boulder, B.A. with distinction

Executive Education:

· Boston University Questrom School of Business (Executive Education) - Mini MBA

· Harvard Business School (Executive Education) – Strategies for Profitable Growth

Colorado Bar – Registration No. 18139

Culp, “Top In-House Counsel” and “Top General Counsel,” Tampa Bay Business Journal, Mar. 2017.

Beyer & Culp, "Franchise Sales Compliance," International Franchise Association, May 5, 2016.

Culp, “Management of Outside Counsel,” International Alliance of Law Firms, December 4, 2015.

Culp, “Starting a Franchise System in a Weak Credit Market,” Denver Business Journal, Feb. 11, 2011.

Culp and Spandorf, “Sourcing Products and Services for the System,” ABA Forum on Franchising, Oct 14-16, 2009