Latest updates

COVID-19: how franchise and distribution networks can respond
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 31 March 2020

There is no one-size-fits-all plan for how businesses should respond to the COVID-19 crisis. However, this article provides some guidance for businesses which are primarily consumer focused and use franchise and distribution networks to sell their products and services in order to help them to respond to the challenges ahead and hopefully even emerge on a stronger footing than before.

Guide to international expansion in the education sector
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 17 March 2020

A British education is internationally regarded as the gold standard, as reflected in the dominance of British international schools. Done correctly, the execution of a school's international franchising strategy can become a core asset. However, the most appropriate structure must be determined at the outset, as restructuring an international licence is a complex, costly and time-consuming exercise.

FCO guidance on B2B platforms: launch of digital agricultural platform approved
Fieldfisher (Germany) LLP
  • Competition & Antitrust
  • Germany
  • 27 February 2020

The Federal Cartel Office (FCO) has raised no objections to the launch of 'Unamera', a digital trading platform for agricultural products. During the review, the FCO provided guidance on the competition law implications of digital platforms, specifically with regard to the obligations where shareholders are active in the same market as the platform's users, the market statistics published on these platforms and the risk of price fixing.

Franchising, Brexit and trademarks – what now?
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 18 February 2020

The UK Intellectual Property Office (UKIPO) recently published a short, reassuring update about what happens to IP rights during the transition period following the United Kingdom's departure from the European Union. The UKIPO has assured that it will be business as usual, but there are some key points of which franchisors should take note.

Data protection post-Brexit: a game of 3D chess
Fieldfisher LLP
  • Tech, Data, Telecoms & Media
  • United Kingdom
  • 14 February 2020

The year 2019 was one of high-octane political drama for the United Kingdom, culminating in its withdrawal from the European Union. While there was no cliff edge on 31 January 2020, there are significant challenges ahead, including in the cross-cutting area of data protection, which could affect many UK businesses.

Cartel damage claims for indirect damage: questioning German law on cartel damages after ECJ decision
Fieldfisher (Germany) LLP
  • Competition & Antitrust
  • Germany
  • 16 January 2020

Under German law, a plaintiff does not only have to prove the unlawful behaviour of a liable party (ie, in the case of cartel damages, a competition law infringement such as a cartel) and any damage caused by this behaviour; the Act Against Restraints of Competition also requires a plaintiff to be "affected" by unlawful behaviour. However, the broad wording of the act could still be too restrictive in light of a recent European Court of Justice decision and will therefore have to be amended or reinterpreted.

Steel manufacturers fined record €646 million for agreeing surcharges and exchanging information
Fieldfisher (Germany) LLP
  • Competition & Antitrust
  • Germany
  • 19 December 2019

The Federal Cartel Office has fined three companies and three persons a total of approximately €646 million. The companies agreed and exchanged certain supplements and surcharges for so-called 'quarto plates' in Germany for approximately 14 years. Companies and associations should review their practices with regard to price components (particularly surcharges) as this is not the first decision on this matter.

It's a wrap – what lessons can franchisors learn from Wrapchic's demise?
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 17 December 2019

Wrapchic, which fell into administration in 2019 after shareholders refused to lend further funds as it continued to make losses, is one of a number of recent casualties in the UK food and beverage sector. However, unlike some of the more high-profile casual dining brands that have suffered a similar fate, Wrapchic was almost entirely franchised and operated in the generally more resilient quick service restaurant segment of the sector. So why did it fail and what lessons can franchisors learn?

Good faith and relational contracts: impact of recent decisions on franchisors
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 19 November 2019

English law has traditionally resisted implying the obligation of good faith into commercial contracts, except in limited circumstances. However, in a growing line of authorities (of which two recent cases are particularly significant), the English courts have confirmed that a duty of good faith will be implied into certain types of agreement as a matter of law. This article considers the ramifications of these decisions for parties to this special category of commercial agreement, which includes franchise agreements.

Good faith and relational contracts
  • Corporate & Commercial
  • United Kingdom
  • 18 November 2019

In two recent cases, the English courts considered whether the duty of good faith should be implied into commercial contracts. These cases demonstrate that the issue of good faith is evolving in English law. Parties to relational contracts must therefore monitor developments to ensure that foreseeable risks are mitigated effectively in their contracts and commercial practices.

Keeping your trade secrets safe – EU perspective for franchisors
  • Franchising
  • European Union
  • 15 October 2019

The EU Trade Secrets Directive seeks to harmonise the protection of trade secrets in all EU member states. In general, the implementation of the directive is positive for franchisors, as the protection of trade secrets and confidential information is key to the success of a franchise system. Although franchisors may be able to rely on the statutory definition of 'trade secret' set out under the directive, they should nonetheless continue to ensure that their confidential information is safeguarded contractually.

Economic duress and franchising: when does a threat not to enter into a contract amount to economic duress?
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 27 August 2019

In a recent case, the Court of Appeal considered whether a threat not to enter a contract could amount to economic duress, holding that it would not unless the threat was made in bad faith. While the decision provides useful and comforting guidance for franchisors, it also serves as a reminder to review contractual terms and processes and ensure that they are both robust and fair, as there is a fine line between protecting the integrity of the network and abusing a position of power.

Managing supply chain risk in franchise systems – proposed changes to insolvency regime
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 11 June 2019

Against the backdrop of a number of high-profile business failures in the UK retail sector, the government has issued a report on the insolvency regime, which will affect the operation of termination rights in supply agreements. This article considers the proposals and provides a best practice recommendation for recovering goods in the possession of a franchisee once they have entered some form of insolvency protection.

Be careful of 'non-reliance' clauses in franchise agreements
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 02 April 2019

In a recent Court of Appeal case, a landlord was unsuccessful in its appeal against a first-instance decision that a 'non-reliance' clause in a lease had attempted to exclude liability for misrepresentation. The decision, which will have ramifications for franchise agreements, demonstrates that such clauses must be fair and reasonable and have regard to the circumstances which were or ought reasonably to have been known to or contemplated by the parties when the contract was made.

Legalities of franchising in the United Kingdom
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 05 February 2019

Franchisors expanding into the United Kingdom need a thorough knowledge of any UK rules and regulations which may affect them, particularly in a post-Brexit Britain. Understanding the risks and issues and managing those risks through effective structuring and enforceable legal contracts will enable international franchisors to reap the rewards of doing business in one of Europe's largest and most dynamic markets.

Misrepresentation in franchising – important lessons from recent High Court case
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 16 October 2018

Four former Vision Express franchisees were recently successful in their claim against their franchisor, in which they alleged that they had been induced to enter into their franchise agreements on the basis of false information provided by a Vision Express employee. The case highlights the importance of ensuring that a franchisor's employees stay on message during the sales process and information which is provided to prospective franchisees is scrutinised to ensure its accuracy and relevance to the investment.

Joint venture franchises: the whys and wherefores
Fieldfisher LLP
  • Franchising
  • International
  • 21 August 2018

Franchising provides a flexible model for growth or re-engineering, with a variety of structures to meet different needs. Of all of the structures, the joint venture franchise is the least understood and most likely to cause difficulties if not structured correctly. In order to understand why this is so, it is necessary to consider the rationale for using the joint venture model and the manner in which such a relationship should be structured.

Don't forget to renew those vows – the franchise marriage
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 26 June 2018

Franchise relationships are rarely life-long commitments; most will be for a fixed term with a right to renew. The renewal process provides an opportunity for both parties to re-assess and recalibrate the relationship, as well as to settle any issues before either renewing their vows or deciding to go their separate ways. This all makes good commercial and legal sense; however, it is surprisingly common that the renewal process is not always followed.

Don't count your chickens before they hatch – takeaways from KFC's supply chain issues
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 01 May 2018

The recent KFC chicken supply crisis highlights the importance of supply chain management and illustrates how parties that rely on the functioning of a supply chain must protect themselves from a contractual and legal perspective. It also offers franchise businesses an opportunity to review the management and procurement of their supply chains, as well as the terms which govern their upstream relationships with third-party manufacturers and suppliers and their downstream relationships with franchisees.

Five cases from 2017 and what franchise businesses can learn from them
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 20 February 2018

The year 2017 was relatively quiet for franchise disputes in the English courts. Nevertheless, five cases involving franchise and distribution relationships provide some lessons for businesses. They highlight, among other things, the need for clear contractual provisions over ownership of customer data and the importance of businesses checking whether there are prior rights when seeking to register their mark.