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Franchise Agreement / Lease Agreement: no interdependence without special clause or specific implementation condition
Absence of interdependence between the franchise agreement and the lease agreement in the absence of a contractual provision to this effect or evidence regarding the implemantation conditions of each of these contracts.
CA Paris, pôle 5 – ch. 4, 15 mai 2019, n° 17/20051
The Paris Commercial Court of Appeal held, as we argued, that “the franchise agreement and the commercial lease agreement do not constitute a single economic transaction insofar as the performance of the franchise agreement was possible in another location, just as the performance of the lease was possible without the existence of a franchise“.
The Court further notes that the two contracts were not concluded between the same parties and were signed on different dates and for different durations. In this particular case, the franchise agreement was in fact concluded five years after the signing of the commercial lease.
The Court also notes that the clause in the franchise agreement which states that “the franchisee may not move or transfer his business to another location without the prior written consent of the franchisor” does not render it impossible to operate the franchise in another location. It just allows the franchisor to ensure that the franchisee does not transfer his business to other premises without the prior consent of the franchisor.
The franchisee cannot therefore claim an alleged lapse of the franchise contract resulting from the termination of the franchise agreement.