Distribution — Franchising

Creating or overhauling a distribution network means choosing the model best suited to the company’s commercial objectives: exclusive or selective distribution, franchising, dealership, commercial agency, affiliation-commission or a hybrid scheme including, in particular, online sales.

The firm acts upstream to identify the relevant model, organise the flows, structure the relationships between the various players and translate the commercial strategy into robust contractual documentation.

In particular, we assist with:

• analysing the project, the market, the products or services and the brand positioning;
• choosing the most suitable distribution model;
• defining the contractual architecture of the network;
• securing the sensitive clauses: exclusivity, territory, supply, e-commerce, non-compete, termination.

Commercial-agency, franchise, branded-dealership and affiliation-commission contracts follow distinct logics. Their legal characterisation must be precise from the outset in order to avoid inconsistencies, imbalances and litigation risks.

The firm drafts and negotiates the agreements needed to set up or develop the network, taking into account the sector, the level of control sought, the territorial coverage and the operational constraints.

In particular, we assist with:

• legally characterising the model under consideration;
• drafting commercial-agency, franchise, dealership or affiliation-commission contracts;
• organising the parties’ reciprocal obligations;
• anticipating the conditions for renewal, transfer, termination and exit from the network.

A contractual audit assesses the consistency, compliance and effectiveness of the existing contracts within a network. It identifies weak clauses, contradictions between agreements, risky practices and the adjustments needed before a dispute arises.

The firm carries out a legal and operational review of the contractual documents, then makes concrete recommendations to strengthen the network’s security without unnecessarily rigidifying its operation.

In particular, we assist with:

• mapping the network’s contracts and practices;
• analysing the sensitive clauses: exclusivity, price, territory, term, termination, data, liability;
• prioritising the risks and the points to correct;
• overhauling or harmonising the existing contractual agreements.

The annual agreements concluded between suppliers and distributors must formalise the terms of the commercial relationship: terms of sale, price reductions, commercial cooperation, distinct services, promotional or logistics commitments.

These negotiations require particular vigilance, notably on the reality of the consideration, their articulation with framework contracts and the prevention of subsequent challenges.

In particular, we assist with:

• reviewing the agreements, general terms and earlier arrangements;
• identifying the sensitive points of the negotiation;
• securing the wording and the reciprocal commitments;
• drafting or overhauling the agreements, amendments and implementing documents.

Distribution relationships can give rise to complex disputes: unfair competition, abusive commercial practices, de-listing, significant imbalance, economic dependence, termination of the relationship or challenges to contractual clauses.

The firm acts both as adviser and in litigation, with a strategic approach: preserving evidence, assessing the balance of power, choosing the right procedural tempo and seeking, where useful, a recalibration of the relationship rather than a definitive break.

In particular, we assist with:

• analysing the commercial relationship and building the evidential file;
• characterising the disputed practices or the risks of liability;
• drafting formal demands, notifications, settlement agreements or litigation documents;
• conducting the negotiation, the proceedings and the securing of the post-dispute phase.