Dispute Over a Franchise Agreement under Dutch law

Published on 22 January 2026 · Last updated 28 October 2026

A dispute over a Dutch franchise agreement is decided under the contract and the Dutch Franchise Act (Title 7.16 Dutch Civil Code, in force since 1 January 2021). For franchisees established in the Netherlands, that Act is mandatory, whatever law the contract chooses (Article 7:922 Dutch Civil Code). Most disputes concern pre-contractual information, formula changes, support, termination and the post-term non-compete.

This page is for foreign franchisors with franchisees in the Netherlands, and for franchisees in a dispute with a Dutch franchisor. You will read which rules a Dutch court applies, which court decides, how fast you can get a decision and what you can claim. Background on the Act itself is on our page on the Dutch Franchise Act; the broader picture is on Dutch franchise law.

Which rules apply to a franchise dispute in the Netherlands?

The franchise agreement itself, the general Dutch law of contract and the Franchise Act in Articles 7:911-7:922 of the Dutch Civil Code. The Act requires franchisor and franchisee to behave towards each other as a good franchisor and a good franchisee (Article 7:912 Dutch Civil Code).

The main duties under the Act are:

the franchisor provides the draft agreement and information on fees and investments and, where available and reasonably relevant, on its own financial position and financial data on the planned location or comparable businesses, at least four weeks before the agreement is signed (Articles 7:913 and 7:914);
the prospective franchisee takes reasonable steps to avoid signing on incorrect assumptions (Article 7:915);
during the agreement, the franchisor informs the franchisee of planned changes and required investments, reports annually on the use of contributions and meets the franchisee at least once a year (Article 7:916);
the franchisor provides the support that may reasonably be expected (Article 7:919);
the agreement regulates goodwill on termination and limits any post-term non-compete (Article 7:920);
certain changes to the formula that require investments or extra contributions need prior consent of franchisees (Article 7:921).

Does the Dutch Franchise Act apply if the contract is governed by foreign law?

Yes, for franchisees established in the Netherlands. The parties cannot deviate from the Act to the detriment of such franchisees, and a clause that conflicts with the goodwill and non-compete rules is void, whatever law governs the franchise agreement (Article 7:922 Dutch Civil Code).

A foreign franchisor that chose its own law for a Dutch master or unit franchise therefore still has to meet the Dutch disclosure, consultation and consent rules. Check this before a dispute starts: a franchisee who was not given the required information four weeks before signing will raise that point first.

Which disputes arise most often between franchisor and franchisee?

Four types: incorrect or late information before signing, changes to the formula, support and fees during the relationship, and the end of the agreement, including goodwill and the non-compete clause.

Dispute	Main rule	Typical claim
Forecasts or information were wrong	7:913, 7:914, 6:228 (mistake)	Annulment of the agreement, damages
Formula change with extra costs	7:921	Order to refrain, declaratory judgment
Insufficient support or information on contributions	7:916, 7:919	Performance, damages, suspension
Unpaid fees	6:74, 6:265	Payment, termination, damages
Goodwill and non-compete on termination	7:920	Goodwill compensation, nullity of the clause

A claim based on mistake requires that the franchisee would not have signed with a correct understanding of the facts, for example because the franchisor provided incorrect information (Article 6:228(1)(a) Dutch Civil Code). The franchisee’s own duty to check the information can weaken that claim (Article 7:915).

Which Dutch court decides a franchise dispute?

The court chosen in the contract, otherwise the court of the defendant’s domicile. An agreed Dutch court has exclusive jurisdiction, except that a prior choice of court generally has no effect for claims of up to EUR 25,000 and for leases of business premises (Article 108 and 99 Dutch Code of Civil Procedure). In international cases, a written choice of a court in an EU Member State is binding regardless of where the parties are domiciled (Article 25 Brussels I bis Regulation).

Two Dutch rules often surprise foreign parties. Claims of up to EUR 25,000, including interest up to the date of the summons, and cases concerning a lease are heard by the subdistrict court (Article 93 Dutch Code of Civil Procedure, as at October 2026). And if the franchise includes the lease of retail or restaurant premises within the meaning of Article 7:290 Dutch Civil Code, only the court where the premises are located has jurisdiction over the lease (Article 103 Dutch Code of Civil Procedure). Many franchise agreements provide for arbitration instead; a Dutch court must then decline jurisdiction if a party invokes the arbitration agreement before any other defence (Article 1022 Dutch Code of Civil Procedure).

Can you get a quick decision in a franchise dispute?

Yes, in summary proceedings (kort geding) if the matter is urgent. The preliminary relief judge can order an immediate provisional measure, such as continued supply, a ban on using the formula or a ban on competing activities (Article 254 Dutch Code of Civil Procedure).

A summary judgment is provisional: a party can still start proceedings on the merits. In practice, many franchise disputes are settled after the summary judgment, because it shows how a court views the case. Read more on Dutch summary proceedings.

Are you a franchisor facing a Dutch franchisee who stops paying, or a franchisee who received a notice of termination? Have a Dutch franchise lawyer review the agreement before you respond.

What damages can you claim in a franchise dispute?

Damages for breach of contract cover both losses suffered and lost profits (Articles 6:74 and 6:96(1) Dutch Civil Code). The claimant must show that the loss was caused by the breach, and costs that would also have been incurred with proper performance are not recoverable.

If the court cannot assess the damage in the judgment, it orders damages to be assessed in separate follow-up proceedings (schadestaatprocedure) (Article 612 Dutch Code of Civil Procedure). That takes extra time, so build your evidence from the start: turnover figures, investment costs, the forecasts you received and correspondence about support.

Your franchise partner wants to end the agreement: what should you do?

Check the termination clause, the notice period and the goodwill and non-compete provisions, and respond in writing before taking any step that could be seen as a breach of your own.

Read the termination and notice provisions and check whether the stated ground exists.
Check whether the agreement regulates goodwill as required by Article 7:920(1), and what that means for your claim or exposure.
Test the post-term non-compete against Article 7:920(2): in writing, competing goods only, strictly necessary to protect transferred know-how, maximum one year, limited to the franchisee’s area.
Secure evidence of performance and support during the relationship.
Decide whether summary proceedings are needed, for example to keep supplies running or to stop use of the formula.

More on ending the relationship in terminating franchise agreements in the Netherlands.

Practical example: a US franchisor and a Dutch franchisee

Suppose a US restaurant franchisor signs a unit franchise with a Dutch company under New York law. The franchisee opens a restaurant in Utrecht, misses the forecast turnover by a wide margin and stops paying royalties. It claims the forecast was unrealistic and that it received the draft agreement only one week before signing.

The Dutch Franchise Act applies despite the choice of New York law, because the franchisee is established in the Netherlands. The short disclosure period and the quality of the forecast become central issues, alongside the franchisee’s own duty to check the figures. If the agreement also contains the sublease of the restaurant, the court in Utrecht has exclusive jurisdiction over the lease part. A realistic strategy for the franchisor combines a payment claim with a settlement offer, rather than an immediate termination that could trigger a goodwill claim.

When should you involve a Dutch lawyer in a franchise dispute?

Before you suspend payments or supplies, terminate or receive a termination, and as soon as a franchisee or franchisor relies on the Franchise Act. The choice of court, the lease rules and the mandatory Act make early advice worthwhile.

MAAK Advocaten in Amsterdam advises foreign franchisors and Dutch franchisees on franchise agreements and disputes. We review the agreement and disclosure documents, negotiate settlements and act in summary proceedings, proceedings on the merits and arbitration, in first instance and on appeal. See also our litigation practice in the Netherlands.

Frequently asked questions about franchise disputes under Dutch law

Does the Dutch Franchise Act apply to a foreign franchisor?

Yes, if the franchisee is established in the Netherlands. The parties cannot deviate from the Act to the franchisee’s detriment, and clauses that conflict with the goodwill and non-compete rules are void, whatever law governs the agreement (Article 7:922 Dutch Civil Code).

How long before signing must a franchisor provide information in the Netherlands?

At least four weeks. During that period the franchisor may not change the draft to the franchisee’s detriment, sign the agreement or push for payments or investments related to it (Article 7:914 Dutch Civil Code).

Which court handles a franchise dispute in the Netherlands?

The court chosen in the contract, otherwise the court of the defendant’s domicile, although a prior choice of court generally has no effect for claims up to EUR 25,000 and leases of business premises. Claims up to EUR 25,000 and lease cases go to the subdistrict court, and for a lease of business premises only the court where the premises are located has jurisdiction (Articles 93 and 103 Dutch Code of Civil Procedure).

Can a franchisor change the franchise formula without consent?

Not always. If a change requires investments or extra contributions above a level set in the agreement, or the agreement sets no level, the franchisor needs prior consent from a majority of its Dutch franchisees or from each affected franchisee (Article 7:921 Dutch Civil Code).

How long may a non-compete clause run after a Dutch franchise ends?

No longer than one year. It must be in writing, cover only competing goods or services, be strictly necessary to protect know-how the franchisor transferred to the franchisee and be limited to the area in which the franchisee operated (Article 7:920(2) Dutch Civil Code).