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
Other messages
The hardness of a non-competition clause in bankruptcy
Most franchise agreements contain post-contract non-competition clauses
E-mail traffic between franchisor and franchisee
If a discussion gets out of hand and a real conflict arises, can communication continue via email?
Turnover-related rent for franchisees
Increasingly, franchisor/landlord and franchisee/lessee are pursuing opportunity for a variety of reasons
Control and guidance
Situations occur with some regularity in practice in which a franchisee
Rental problems: a follow-up
Earlier in this section attention was paid to the possibilities for tenants of retail space in particular
Restyling, shopfitting
Within franchise organizations it often happens that the entire shop interior needs to be replaced.