The franchise formula as the destination of the rented property
The Amsterdam Court of Appeal recently ruled on the question of whether a rental agreement can be dissolved and the rented property should be vacated, because the renting franchisee acted contrary to the destination clause in the rental agreement. That clause prescribed use of the leased property according to the franchise formula. See: http://uitspraken.rechtspraak.nl/inziendocument?id=ECLI:NL:GHAMS:2013:4913&keyword=franchise
The tenant, who is also the franchisee, defended himself against the claims, arguing, among other things, that the formula in practice deviated strongly from what had been agreed in writing at the time.
The Court of Appeal has established that a franchise formula is usually subject to development, and that this is all the more true in this case since the lessee is the formula’s first and only franchisee. The franchise agreement also stipulates that the franchisee is obliged to cooperate in the further development of the formula. The Court of Appeal ruled that it can be argued against the franchisee that he violated the destination clause in the rental agreement because he did not meet the essential characteristics of the formula.
It follows from this ruling that franchisees should be vigilant when interpreting the franchise formula, especially if the formula is relatively new and under development. Franchisors would do well to include a clause in the rental agreement that the tenant is obliged to use the formula, as well as that the tenant is obliged to cooperate in the further development of the formula.
Mr AW Dolphin – Franchise attorney
Ludwig & Van Dam Franchise attorneys,franchise legal advice. Do you want to respond? Mail 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
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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.