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
Severance schemes in the event of (premature) termination of the
Retirement schemes Franchise agreements and comparable cooperation agreements regularly include a regulation to the effect that the rights under that agreement
Delivery obligation?
Many buyers, including franchisees, are of the opinion that there is a delivery obligation in the Netherlands, meaning that suppliers are obliged to deliver goods if a potential
Internet in franchise relationships
If, in the context of a franchise relationship, internet and e-commerce are discussed in order to sell the goods/services of the franchise organization digitally
Use of telephone and fax numbers after the
Most franchise agreements stipulate that after termination of the franchise agreement, the former franchisee must comply with a non-competition clause.
Recent developments regarding resale price maintenance
On February 13, 2004, the administrative judge of the District Court of Rotterdam rendered a judgment between Secon Group BV
Reinvestment / restyling within an existing franchise concept.
In practice, we have recently seen more and more developments that point to a conversion/restyling of the franchise organization