Charles G. Miller

Charles (“Chuck”) G. Miller, a leading member of the San Francisco trial bar and a named partner in the San Francisco litigation boutique Bartko, Zankel, Bunzel & Miller (now Bartko LLP), died on July 9, 2024, at the age of 83, at his home in Beaverton, Oregon. Chuck was a nationally renowned franchise law expert, a popular arbitrator with AAA, a go-to mediator with the Northern District and Marin County, and a friend to all who were fortunate to know him. Chuck was born on May 31, 1941, and was working remotely on cases until his death.

Chuck grew up in the Fairfax neighborhood of Los Angeles, went to UC Berkeley, and graduated Berkeley Law (then Boalt Hall) in 1966. For decades, Chuck was a popular resident of Sausalito and many times helped to run the Dipsea race across the Marin headlands to the sea, and served on the Dipsea Foundation board as legal advisor.

Chuck served international, national and California clients. He was named a “Super Lawyer” by Thomson Reuters over 15 times, a “Best Lawyers” in Franchise Law, a “leading lawyer” in Chambers USA, a Franchise Times “Legal Eagle,” and a “Who’s Who Legal Franchise Edition.” In addition, Chuck was named a top lawyer in commercial litigation by Bay Area Lawyers Magazine.

Known for his keen understanding of the franchise industry, Chuck was one of the leads in a landmark series of decisions in the 1980s that included a US Supreme Court ruling that the Federal Arbitration Act preempts state law and makes disputes between franchisees and franchisors arbitrable (Keating v. Superior Court (Southland), 31 Cal.3d 584 and 465 U.S. 1). He represented an international franchisor against usury claims based on open account financing, and authored an amicus brief that resulted in the leading precedent for the independent contractor status between franchisors and franchisees. Chuck also regularly served as an expert witness in franchise cases, opining on the adequacy of franchisor disclosures.

Chuck was also a well-respected commercial litigator in diverse matters. He was one of the lead attorneys for a plaintiff investor class in a Ponzi scheme case against a bank, an accounting firm, and law firm. He also represented the FDIC against directors and officers of a failed bank based on breach of fiduciary duty in approving a series of negative debt service coverage loans. More recently, Chuck acted as an arbitrator and a mediator. Given his thoughtful and fair mien and a unique ability to bridge personalities with humility and no biases, Chuck was repeatedly sought out.

Chuck was a people person, who maintained many meaningful friendships, including with San Francisco federal judges Charles R. Breyer and Susan Illston. Judge Breyer stated: “Chuck’s outstanding quality was his empathy. In the 60 years of our friendship, I never heard him speak an unkind word.” Chuck was also close to dozens of partners and lawyers in leading law firms. Chuck made the law his life and treated it as a profession with lasting civility and enjoyment.

Chuck, you will be missed. But rest assured you’ll be thought of often with fondness and deep love and affection. We will never forget you!

Education

• University of California, Berkeley, School of Law, J.D.
• University of California at Berkeley, B.A.

Professional Affiliations

• State Bar of California Franchise Law Committee (Co-Chair, 2002 and Member, 2013-2016)
• American Bar Association, Dispute Resolution and Litigation Sections and Forum Committee on Franchising California State Bar Franchise and Distribution Law Advisory Commission (2008-2011)
• International Franchise Association Legal/Legislative Committee
• International Bar Association Lawyer Representative to Ninth Circuit Judicial Conference – Northern District of California (2004-2007)
• Neutral Arbitrator, American Arbitration Association Member, Early Neutral Evaluation Panel and Mediation Panel, United States District Court, Northern District of California
• AAA Arbitration Fundamentals and Best Practices ‒ 2007 [2 days]
• ENE Training, N.D. Cal. ‒ 2009 [2 days] / Mediation Training, N.D. Cal. ‒ 2011 [2 days]
• Mediation Certificate Trainings ‒ 40 hours (October 1, 8, 15, 22 and 29, 2016), University of California Berkeley Extension (Ron Kelly)

Bar Admissions

• State Bar of California
• United States Supreme Court
• United States Court of Appeals for the Ninth Circuit
• United States District Court for the Northern District of California
• United States District Court for the Eastern District of California
• United States District Court for the Southern District of California
• United States District Court for the Central District of California
• United States District Court for the District of Arizona

Honors & Awards

• Named as a “Super Lawyer” by Thomson Reuters (2005 – 2023)
• Recognized by “Best Lawyers,” Franchise Law (2016-2023)
• Named as a leading lawyer in Chambers USA (2018-2020)
• Named as a Franchise Times “Legal Eagle”
• Listed in “Who’s Who Legal 2019 Franchise Edition”
• ADR Training Federal District Court Mediator and ENE Training 40-Hour Mediator Training with U.C. Berkeley Extension (Ron Kelly)

Representative Cases

• Represented a large auto manufacturer in a nationwide RICO class action claiming that auto allocations were made on the basis of bribes. In re American Honda Motor Co., Inc. Dealerships Relations Litigation (1996) 941 F.Supp. 528.
• Successfully defended a franchisor charged with fraudulently including a number of franchises into buying franchises. Scott et al. v. Minuteman Press International, Inc. et al. (9th Cir. 1993) 68 F.3d 481, 1995 WL 608489; CCH Bus. Franchise Guide ¶ 10,344 (N.D. Cal.).
• Represented a national franchisor in class actions claiming that open account financing was usurious and its failure to pay rebates, discounts and allowances to franchisees resulting in landmark ruling on federal preemption of state law by the Federal Arbitration Act. Keating et al. v. Superior Court (1982) 31 Cal.3d 584; Southland Corporation v. Keating et al. (1984) 465 U.S. 1
• Represented a franchisee of three cosmetology schools in a one-week arbitration against the franchisor involving termination issues in 2012. Details cannot be furnished due to confidentiality of arbitration matters.
• Represented the plaintiff class in a Ponzi scheme case against a bank, an accounting firm and law firm. Grafton Partners v. Superior Court (2005) 36 Cal.4th 944.
• Represented the FDIC in litigation against the directors and officers of a failed bank charging them with breach of fiduciary duty in approving a series of negative debt service coverage loans. FDIC v. Garwood et al. (N.D. Cal. 2014), 3:14cv00390.
• Drafted the amicus brief in Cislaw v. Southland (1992) 4 Cal.App.4th 1287 that established that the control necessary to promote goodwill and brand protection did not result in an employment relationship.
• Defended franchisors and sub-franchisors against claims that franchisees are employees so that PAGA (Private Attorney General Act) and labor laws apply and enforcing arbitration provisions in their franchise agreements.
• Was an expert witness on the adequacy of franchise disclosure, on franchise lawyer malpractice concerning conduct of arbitration, standard practices and billing issues.
• Assisted in the defense of prominent San Francisco attorney against multi-million dollar claim for a referral fee in antitrust class action suit.

Publications and Speaking Engagements

• Ways to Reduce or Eliminate High Costs of Mediation, Arbitration, and Litigation
•  Wrote an article about Early Dispute Resolution (“EDR”) and is now EDR certified. EDR is an innovative approach to dispute resolution as it cuts through lots of red tape associated with normal ADR and results in a cost-effective and speedy result.
• Despite Successes in Fending Off Claims Based on Actual Authority, Franchisors Still Face Difficulties in Defending Claims Based on Ostensible Authority
• The State Bar of California – Business Law News (June 2017)
• Dine & Dash Arbitration Style: What Happens When One Side Doesn’t Pay the Arbitrator
• Co-author; The Franchise Lawyer (Spring 2017)
• Piercing the Mystique of Class Action Waivers: Are They Effective?
• Wrote an article about enforcement of class action waiver provisions and drafting suggestions that should result in enforceability of those provisions and avoiding claims of unconscionability.
• Joint Employer Liability: Best Practices to Mitigate Risks in 2016 Live Webcast
• Gave two webinars on behalf of the California State Bar Business Law Section, Franchise Law Committee, and the Knowledge Group discussing the joint employer issue in franchising.
• Co-author of “Look Out! It May Be A Franchise”
• “NLRB Changes Rules For Determining Joint Employers: Traditional Franchise Arrangements May Not Be Affected,” Franchising Business and Law Alert News Letter, Court Watch (October 2015)
• Co-author of “California Franchise Law and Practice, Chapter 12 – Case Law Highlights” (2013 Edition)
• Speaker at the American Bar Association 35th Annual Forum on Franchising Paper, “Using Franchise Attorneys as Expert Witnesses – Not For Legal Malpractice Cases Anymore” (October 2012)
• “Supreme Court Gives Green Light to Arbitration Provisions,” 10/1/11 Bank News 27 or 2011 WLNR 21078417 (October 1, 2011)
• “How to Avoid the Impact of Laxmi and Unconscionability on Out-of-State Forum,” 22 Franchise Law Journal 117 (Fall 2002)
• Co-author of “Enforceability of Arbitration Clauses Affected by Recent Cases,” Franchise Dispatch, Volume 1, Issue 1 (January 2002)
• Co-author of “The FAA on a Collision Course with the Unconscionability Doctrine,” 21 Franchise Law Journal 4 (Summer 2001)
• Presented at the International Franchise Association Annual Legal Symposium, Washington, D.C. on Current Developments in Covenants Not to Compete (May 17-19, 1998)
• Co-author of “The Definition of a Franchise: A Survey of Existing State Legislative and Judicial Guidance,” 9 Franchise Law Journal, Issue 2, Page 3 (Fall 1989)