Reducing the risk of disputes arising in franchise agreements
Produced in partnership with Fiona Boswell of Fraser Brown Solicitors
Reducing the risk of disputes arising in franchise agreements

The following Commercial guidance note Produced in partnership with Fiona Boswell of Fraser Brown Solicitors provides comprehensive and up to date legal information covering:

  • Reducing the risk of disputes arising in franchise agreements
  • Misrepresentation
  • Restrictive covenants
  • Contract management
  • Dispute resolution
  • Role of franchisee associations
  • Good faith
  • Personal guarantees

There are a number of ways that disputes can arise in a franchise context that can be mitigated by what you include in the franchise agreement and how it is policed. It is vital that it isn’t simply a document that is hidden away in a cupboard and forgotten about until there is a problem. This Practice Note highlights some of the key provisions in franchise agreements and in a franchise context that help reduce the risk of disputes arising between franchisor and franchisee.

Misrepresentation

One of the key areas that the franchise agreement tries to address is avoiding misrepresentation claims against the franchisor. It is an oft-cited reason for seeking to terminate a franchise agreement early that the franchisee was in some way misled into buying the franchise. This argument is countered by the franchise agreement in a variety of key provisions:

Entire agreement

This clause clarifies that the ‘deal’ between the franchisee and the franchisor is recorded in the franchise agreement. Anything not recorded or documented by the franchise agreement will not be deemed part of the agreement between the parties. This clause expressly excludes conversations or promises made prior to entry into the agreement that may not be reflected in the documentation and accordingly affords the franchisor certainty as to what the agreed deal is.

This provision has proved