The scope of an exclusive purchase clause in a franchise agreement
The case ruled by the Court of Appeal of ‘s-Hertogenbosch on 21 July 2015 (ECLI:NL:GHSHE:2015:2754) concerned a franchise agreement in which it was stipulated that the franchisee had to purchase at least 90%, under penalty of a fine.
The formula concerns the operation of a wholesale trade in hairdressing supplies. The franchisor argues that the franchisee does not comply with this obligation and takes the franchisee to court. The franchisee has developed (internet) activities under a different trade name. The question is whether these activities fall within the scope of the franchise agreement. The court finds that the franchise agreement itself does not indicate the scope and rules that the franchisor should not have expected that all activities in the field of hairdressing supplies would fall within the scope of the franchise agreement. The lack of clarity about the scope of the exclusive purchase clause is therefore held against the franchisor (contra proferentem).
Once again, this ruling shows the importance of a well-formulated franchise agreement. If there is any ambiguity about the interpretation, the franchise agreement can be interpreted to the detriment of the party that drafted the franchise agreement.
Mr AW Dolphijn – Franchise lawyer
Ludwig & Van Dam Franchise attorneys, franchise legal advice. Do you want to respond? Mail to dolphijn@ludwigvandam.nl
![](https://ludwigvandam.megaconcept.nl/wp-content/uploads/2020/12/232court-min-400x222.jpg)
Other messages
Turnover and result forecast
Turnover and result forecast
Franchisee successfully appeals for error as a result of a forecast provided by the franchisor
Franchisee successfully appeals for error as a result of a forecast provided by the franchisor
mr. Th.R.Ludwig about benchmarking
mr. Th.R.Ludwig about benchmarking
Transfer of franchise rights when renting not self-evident
Transfer of franchise rights when renting not self-evident
Takeover of a (sub)lease agreement upon change of franchisor
Recently, the court determined that transfer of franchise rights
Unexpected visitors on a Sunday? Quickly to the store!
Unexpected visitors on a Sunday? Don't worry, there is always a supermarket or pastry shop nearby