Purchase obligation and competitive prices
On 9 September 2015, the District Court of the Northern Netherlands (ECLI:NL:RBNNE:2015:4271) rendered a judgment on the question of whether a franchisor charged market prices in the case of an exclusive purchasing obligation.
Franchisees accuse the franchisor of misusing the prescribed purchase obligation because prices were not charged in line with the market. The franchise agreement prescribes that the prices must be in line with the market.
The court concludes that the franchisees have not sufficiently substantiated that the franchisor charged them prices that were not in line with the market. The mere fact that other suppliers had cheaper prices at different times (and usually for a limited number of products) is not sufficient for this. It cannot in any way be deduced from the statements of the franchisees that other suppliers could continuously supply all franchisees at those lower prices, according to the opinion.
Since, according to the court, the franchisees have not provided sufficient evidence to conclude that the franchisor has not supplied at market prices, there is no reason to allow them to provide further evidence. The opening of books requested by the franchisees is therefore also not ordered. Incidentally, the court also notes that the franchisees have not made it sufficiently clear why disclosure could contribute to relevant evidence. After all, the prices charged by the franchisor to the franchisees are known and the possibilities and prices of other providers will not be found in the books of the franchisor.
The claimed liability of the (indirect) directors and/or shareholders of the franchisor are also rejected in line with the foregoing.
Once again it appears that strict requirements are imposed on the substantiation of the statement that there are no market-based prices in the case of exclusive purchasing obligations.
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
Franchisee obliged to cooperate with formula change?
On 24 March 2017, ECLI:NL:RBAMS:2017:1860, the preliminary relief judge of the Amsterdam District Court once again considered the issue in which Intertoys wishes to convert Bart Smit's stores
Delivery stop by franchisor not allowed
On 9 February 2017, the preliminary relief judge of the District Court of Gelderland, ECLI:NL:RBGEL:2017:1372, ruled that a franchisor had not fulfilled its obligation to supply the franchisee
Alex Dolphijn in the Financial Dagblad about the judgment of the Supreme Court regarding Street-One
Franchisors more liable for incorrect forecasts Franchisees can now more easily hold their parent organization liable for incorrect profit and turnover forecasts.
Supermarket letter – 17
Supreme Court: More quickly liable for forecasts
Article in Entrance: “Small print”
“When I do business with a supplier, I never read the fine print. Recently I noticed that there are all kinds of things in it that I actually do not agree with.
Column Franchise+ – mr. Th.R. Ludwig: “Delivery stop by franchisor again not allowed”
Once again, the president in preliminary relief proceedings ruled on the question whether a franchisor's supply stop against the franchisee was permitted, with the franchisee paying a substantial