No violation of standstill obligation
The Northern Netherlands District Court ruled in a judgment dated February 21, 2024, ECLI:NL:RBNNE:2024:548, that – despite the fact that the legal standstill period of at least 4 weeks had not been observed – the franchisee had no reasonable interest invoking the statutory regulations.
According to the franchisor, the parties had been in contact for months about the prospective franchisee opening a franchise location. According to the franchisor, the intended franchisee could not wait until he could sign the franchise agreement, had had all kinds of information for some time, had ample opportunity to ask questions (he did so) and was aware of ( his rights regarding) the legal standstill period.
In the court’s opinion, the prospective franchisee rightly argues that the standstill period regulation has been included in the law to protect him as a prospective franchisee. The prospective franchisee does not argue that he would have acted or decided differently if the franchisor had observed the statutory cooling-off period. For example, the prospective franchisee does not take the position that – if the draft of the franchise agreement had been provided to him four weeks before concluding the franchise agreement – he would have asked the franchisor further questions, sought advice and/or consulted with the franchisor and ultimately (for whatever reason) would not have signed the franchise agreement or would have concluded the franchise agreement under different conditions. The court takes into account that the prospective franchisee, even after 4 weeks had passed after signing the deed, did not make any comments on its contents and continued to implement the agreement.
Because of the foregoing, the court agrees with the franchisor that it should be assumed that the prospective franchisee has not been harmed in any respectable interest by prematurely signing the deed. The prospective franchisee’s appeal for annulment of the agreement due to failure to observe the statutory cooling-off period (as referred to in Article 7:913 paragraph 2 under a of the Dutch Civil Code and Article 7:914 of the Dutch Civil Code) is therefore, in the opinion of the court, standards of reasonableness and fairness unacceptable.
Ludwig & Van Dam lawyers, franchise legal advice.
Do you want to respond? Then email to dolphijn@ludwigvandam.nl
Other messages
Obligation to sell back at the end of the franchise agreement
Franchise agreements sometimes provide that the franchisee is required to sell back purchased assets at the end of the franchise agreement.
Supermarket letter – 20
Uncertain legal position of Emté franchisees
Position of franchisees in franchisor restructuring
Franchisees must be adequately and generously informed in advance by the franchisor about the content and consequences of (further) agreements...
Interview Franchise+ – mrs. J. Sterk and AW Dolphijn – “Reversal of burden of proof in forecasts approved by court” – February 2018
The new Acquisition Fraud Act indeed appears to be relevant for the franchise industry, according to this article from Franchise+. Alex Dolphijn of Ludwig & Van Dam assists a franchisee in a
Article Franchise & Law No. 7 – Franchise agreement as general terms and conditions
Uniformity of the franchise formula and (therefore also) uniformity of the agreements with the franchisees will often be of great importance to the franchisor.
The franchisee’s customer base
If the partnership between a franchisee and a franchisor ends, the question of who will continue to serve the customers may arise.