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
Purchase obligation and competitive prices
On 9 September 2015, the District Court of the Northern Netherlands rendered a judgment on the question of whether a franchisor used market-based prices in the case of an exclusive purchase obligation.
The franchisor must demonstrate the correctness of the prognosis
The franchisor must demonstrate the correctness of the prognosis
Rules of the game for internet sales
On 21 July 2015, the 's-Hertogenbosch Court of Appeal ruled in a case involving a franchise agreement for a hairdressing supplies company.
Reasonable term for terminating the continuing performance contract
Reasonable term for terminating the continuing performance contract
The importance of interest in a non-compete clause
The importance of “interest” in a non-compete clause
Bonuses that are not in the franchise agreement
The Court of Appeal in The Hague On 31 March 2015, a dispute was submitted between a franchisee and franchisor about the settlement after termination of the franchise agreement with regard to bonuses.