Interim termination (franchise) agreement
On 3 February 2015, the Court of Appeal of ‘s-Hertogenbosch rendered judgment (ECLI:GHSHE:2015:33) in a case that may also be relevant for franchise practice. At first glance, the case is far from it. It concerns a license agreement with regard to the development and production of fiber boards by applying a special adhesive technology. The core of the debate, however, lies in the question of whether the cooperation may also be terminated prematurely if the agreement has been entered into for a definite period of time, in this case 20 years. That is to say, if interim termination has not been agreed, or, as is the case in this case, is limited to specific grounds stated in the agreement itself, which did not arise in that case. Referring to a judgment of the Supreme Court (HR 21 OCTOBER 1988, NJ1990, 439), the court concludes that “that such cooperation cannot, in principle, be terminated prematurely, but that an exception to this can be accepted if it is based on unforeseen, i.e. not discounted in the agreement, circumstances that are not for the account of the terminating party and that are of a serious nature that, according to standards of reasonableness and fairness, the other party cannot expect the agreement to be concluded until the agreed time”. According to the court, this situation arose in this case because there was no longer any interest in the adhesive technology to be developed and the agreement therefore lost its right to exist. However, such a situation can also be translated into franchise relationships. More specifically, the question can be asked to what extent continuation of the franchise agreement can still be required in the event of loss-making operations, the cause of which must be found in unexpected external calamities. The judgment of the Court of Appeal therefore seems to confirm that, in the event of unforeseen circumstances, early termination, even if not agreed, must always be possible in exceptional cases.
Mr J. Sterk – Franchise lawyer
Ludwig & Van Dam Franchise attorneys, franchise legal advice. Do you want to respond? Mail to Sterk@ludwigvandam.nl
![](https://ludwigvandam.megaconcept.nl/wp-content/uploads/2020/12/232court-min-400x222.jpg)
Other messages
Contractual dissolution requirements not observed? No legal dissolution of the franchise agreement – dated July 23, 2020 – mr. C. Damen
Can a franchisor terminate the franchise agreement if it has failed to comply with its own contractual requirements?
Legal ban on unilaterally changing opening hours by the franchisor – July 13, 2020 – mr. J. Strong
Legislative proposal of the State Secretary which, in short, means that the shopkeeper may not be bound by unilateral changes to the opening hours during the term of the agreement.
No right to extension of franchise agreement – July 6, 2020 – mr. AW Dolphin
Can a franchisor refuse to renew the franchise agreement if the franchisee does not agree to amended terms of a new franchise agreement?
Amsterdam Court of Appeal restricts franchisor’s appeal to non-competition – dated July 6, 2020 – mr. T. Meijer
On 30 June 20202, the Amsterdam Court of Appeal ruled that a franchisor is not entitled to an (unlimited) appeal to a contractual non-competition clause.
Vacancy lawyer-employee
Ludwig & Van Dam Advocaten is a law firm that specializes entirely in franchise and other partnerships and is the market leader of its kind in the Netherlands.
Qualitaria franchisee put in his shirt – dated July 2, 2020 – mr. JAJ Devilee
The District Court of Zeeland-West-Brabant has rendered a judgment in legal proceedings initiated by a Qualitaria franchisee.