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 that the franchisor makes about a proposed restructuring of the franchisor’s organization, as has recently been determined in court.
In the internal franchisor organization, drastic changes can sometimes be made in the structure and governance. It therefore not only concerns changes in brand strategy, but also, for example, with regard to (collective) purchasing conditions and the entanglement of interests with purchasing organizations or competitors. All this can mean that a lot will change for franchisees.
The following case happened recently. A franchisor of a do-it-yourself formula was looking for support from its franchisees for its restructuring plans. Initially, there was insufficient support for the intended restructuring. When the franchisor wanted to adjust its restructuring plans, the question for various franchisees was what the adjustments would be. However, in the opinion of the franchisees, these questions were insufficiently answered. The franchisor went ahead with the restructuring, but the franchisees did not accept it. It came to a lawsuit. On that occasion, the Court of Appeal underlined the franchisor’s duty in such situations to inform its franchisees in a timely manner and in advance, generously and adequately about the changed restructuring plans.
Other case law also shows that franchisees must, under certain circumstances, be generously and adequately informed in the event of reorganizations within the franchisor’s organisation. In many cases, the franchisee’s association or franchise council takes this on. Of course that’s a good thing. The collective interests of the franchisees must then be parallel to the individual interests. In any case, individual franchisees should determine their own legal position for themselves.
Franchisees would do well to be alert, to keep in touch with the franchisor and to document the questions and answers in writing as well as possible. If it turns out that there was a misunderstanding or lack of clarity afterwards, it can be established on the basis of the documentation whether adequate and generous information was provided.
See also: The National Franchise Guide (click here)
mr. AW Dolphijn – Franchise lawyer
Ludwig & Van Dam Franchise attorneys, franchise legal advice. Do you want to respond? Go to dolphijn@ludwigvandam.nl
Other messages
Ludwig & Van Dam attorneys summon Sandd and PostNL on behalf of the Sandd franchisees – dated 9 January 2020 – mr. AW Dolphin
The Association of Franchisees of Sandd (VFS) has today summoned Sandd and PostNL before the court in Arnhem. The VFS believes that Sandd and PostNL are letting the franchisees down hard.
Article The National Franchise Guide: “Why joint and several liability, for example, next to private?” – dated 7 January 2020 – mr. AW Dolphin
Franchisees are often asked to co-sign the franchise agreement in addition to their franchise, for example. Sometimes franchisees refuse to do so and the franchise agreement is not signed.
Ludwig & Van Dam Advocaten assists Sandd franchisees: Franchisees Sandd challenge postal monopoly in court – dated 12 November 2019 – mr. AW Dolphin
The Association of Franchisees of Sandd (VFS) is challenging the decision of State Secretary Mona Keijzer to approve the postal merger between PostNL and Sandd before the court in Rotterdam.
Franchisee trapped by non-compete clause? – dated October 21, 2019 – mr. AW Dolphin
The District Court of East Brabant has ruled that a franchisee was still bound by the non-competition clause in the event of premature termination of the franchise agreement.
Supermarket letter – 26
Supermarket Newsletter No. 26
Link franchise agreement and rental agreement uncertain? – dated October 14, 2019 – mr K. Bastiaans
It is no exception within a franchise relationship that the parties agree that the franchise agreement and the rental agreement are inextricably linked.