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
Damage estimate after wrongful termination of the franchise agreement by the franchisor
In a judgment of the Supreme Court of 15 September 2017, ECLI:NL:HR:2017:2372 (Franchisee/Coop), it was discussed that supermarket organization Coop had not complied with agreements, as a result of which the franchisee
Franchisor is obliged to extend the franchise agreement
On 6 September 2017, the Rotterdam District Court ruled, ECLI:NL:RBROT:2017:6975 (Misty / Bram Ladage), that the refusal to extend a franchise agreement by a franchisor
The (in)validity of a post-contractual non-competition clause in a franchise agreement: analogy with employment law?
On 5 September 2017, the District Court of Gelderland, ECLI:NL:RBGEL:2017:4565, rendered a judgment on, among other things, the question of whether Bruna, as a franchisor, could invoke the prohibition for a
Column Franchise+ – mr. J Sterk: “Court orders fast food chain to extend franchise agreement
The case is set to begin this year. For years, the franchisee has been refusing to sign the new franchise agreement that was offered with renewal, as it would lead to a deterioration of his legal position
Not a valid non-compete clause for franchisee
On 18 November 2016, the interim relief judge of the Central Netherlands District Court, ECLI:NL:RBMNE:2016:7754, rendered a judgment in the issue concerning whether the franchisee was held
Franchise & Law No. 5 – Acquisition Fraud and Franchising Act
The Acquisition Fraud Act came into effect on 1 July 2016. This includes amendments to Section 6:194 of the Dutch Civil Code.