No obligation to use a rental property as a supermarket
The Arnhem-Leeuwarden Court of Appeal has made a decision on whether the tenant of a building was obliged to operate a supermarket formula, or whether other retail practices should also be allowed in the building. See Arnhem-Leeuwarden Court of Appeal on 25 May 2023, ECLI:NL:GHARL:2023:4348.
Marqt had entered into a lease with regard to a building with the aim of operating a supermarket there according to the Marqt formula. Marqt is then taken over by Udea. Udea operates a supermarket opposite the building according to the Ekoplaza formula. For that reason, Marqt no longer wants to operate a Marqt supermarket in the rented property. Marqt then leases the space to a third party, who operates a furniture store there. The property owner demanded that Marqt still operate a supermarket according to the Marqt formula.
The rental agreement stipulates that the rented property is intended to be used for retail. It is also stipulated that the lessor guarantees that Marqt can use the leased property for a shop in accordance with the Marqt formula. The Court of Appeal ruled that by using the word ‘retail trade’, the parties intended to agree on a broader purpose for use than just that for a ‘shop in accordance with the Marqt formula’ or a ‘supermarket’.
The lessor pointed out that it had been agreed that it would pay an investment contribution to Marqt, which it also did, so that Marqt could make the rented property suitable for the establishment of a Marqt supermarket. With this investment contribution, the building has been adapted on behalf of Marqt into a more open, multifunctional retail space, suitable for all kinds of retail, including a supermarket. According to the court, it cannot be concluded from this that it had been agreed that the use of the building would be limited to the operation of a Marqt supermarket only.
The landlord’s claim to use the rented property as a supermarket was rejected by the court.
This judgment once again shows the importance of the formulation of the agreements made in writing.
Ludwig & Van Dam lawyers, franchise legal advice.
Do you want to respond? Then email to dolphijn@ludwigvandam.nl
Other messages
Article De Nationale Franchise Gids: “Information obligations of the intended franchisee under the Franchise Act” – dated August 7, 2020 – mr. AW Dolphin
Although the purpose of the Franchise Act is to protect franchisees against franchisors, a number of obligations have also been laid down for franchisees.
Legislative text of the Franchise Act – dated July 24, 2020 – mr. AW Dolphin
The legal text of the Franchise Act was published in the Staatsblad on 1 July 2020. The full legal text reads as follows:
Law Franchise – dated July 23, 2020 – mr. AW Dolphin
The Franchise Act will have a considerable impact on both franchisors and franchisees.
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?