Francesca – IDI

ITALY: extension to the franchisor of the franchisee’s liability for the payment of wages and contributions to the workers of its subcontractor

Posted on 16 September 2025 (16 September 2025)

Italian legislation protecting employees has long introduced a principle of “joint liability” in contracts (and subcontracts), which makes the client/principal jointly liable with the contractor for the payment of wages and social security contributions owed by the contractor (and possible subcontractors) to its workers. In particular, Article 29, second paragraph, of Legislative Decree 276/2003 provides […]

COLOMBIA: recent case law regarding commercial agency vs distribution contracts

Posted on 16 September 2025 (16 September 2025)

In one of the most recent cases regarding commercial agency agreements in Colombia, the Superior Court of Bogotá clarified that economic risk does not, in itself, exclude the existence of a commercial agency. However, it is a determining factor when accompanied by operational independence, freedom to set prices, and absence of instructions from the contractor. […]

BRAZIL: New mandatory footwear labeling regulation to fight piracy and enhance traceability

Posted on 16 September 2025 (18 September 2025)

In August 2025, Brazil’s National Institute of Metrology, Quality and Technology (INMETRO) enacted Portaria No. 459, establishing a mandatory labeling regime for all footwear manufactured, imported, distributed, or sold in Brazil. The measure, which responds to long-standing demands from industry players, seeks to curb counterfeiting, increase market transparency, and strengthen consumer protection. The regulation requires […]

INDIA: Arbitrator’s mandate cannot override parties’ agreement on seat/venue of arbitration – Delhi High Court

Posted on 16 September 2025

In a judgement issued on 1 July 2025, the Delhi High Court upheld the principle of party autonomy in arbitration proceedings, while ruling that the discretion given to an arbitration under the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) cannot override an exclusive jurisdiction clause agreed upon by the parties in the arbitration agreement. The […]

ITALY – Agency contracts: failure to reach minimum business targets and express termination clauses

Posted on 15 July 2025 (15 July 2025)

In agency agreements, clauses providing for the agent’s obligation to transmit during each year orders resulting in the conclusion of sales contracts for a predetermined amount (the so-called ‘minimum sales targets) are quite common. These clauses also provide that, in the event of failure to reach that minimum, the principal can terminate the agreement pursuant […]

SPAIN: New mandatory ADR for agency, distribution and franchise agreements

Posted on 15 July 2025 (15 July 2025)

On 3 April, the new Organic Law 1/2025, enacted on 2 January 2025, came into force, introducing significant reforms to the Spanish judicial system. Its main objective is to encourage out-of-court dispute resolution, reduce the workload of the courts and promote alternative mechanisms that contribute to decongesting the judicial system. Among the most notable changes […]

ITALY: Protection against free riders in selective distribution networks

Posted on 16 June 2025 (16 June 2025)

As is well known, European Union and Italian trademark legislation is based on the principle of the so-called “trademark exhaustion”, understood in the sense that, once a product is put on the market in Italy, or in the territory of the European Union or the European Economic Area (EEA) by the trademark owner or with […]

CANADA: Saskatchewan publishes regulations to The Franchise Disclosure Act

Posted on 16 June 2025 (18 June 2025)

Saskatchewan’s first and only comprehensive franchise statute, The Franchise Disclosure Act (the Saskatchewan Act), received royal assent on May 8, 2024. Saskatchewan is the seventh Canadian province to enact franchise legislation, following Alberta, Ontario, Prince Edward Island, New Brunswick, Manitoba and British Columbia (collectively, the Regulated Provinces). On April 25, 2025, the Saskatchewan Gazette published The Franchise Disclosure […]

NORWAY: When should an arbitrator be disqualified?

Posted on 16 June 2025 (15 July 2025)

Many distribution agreements contain an arbitration clause. In Norway, the usual form of arbitration is “ad hoc” arbitration. Arbitration clauses are generally short – referencing only the Arbitration Law (LOV-2004-05-14-25). Lawyers are frequently appointed as arbitrators. And in small countries (or in large law firms…) the lawyer or his/her firm may have various connections to […]

ITALY: the Italian antitrust authority opens an investigation, in connection with a restriction on online sales provided in the framework of a selective distribution network

Posted on 16 May 2025 (16 May 2025)

On 18 March 2025, the Italian Competition Authority (AGCM) opened an investigation against the company Morellato S.p.A. for alleged anti-competitive conduct. In particular, this conduct consists in prohibiting the members of its (selective) distribution network from selling products on online platforms managed by third parties (‘marketplaces’), and the alleged unlawfulness of this conduct would derive […]

CANADA: recent changes on Competition law

Posted on 16 May 2025 (16 May 2025)

1. LEGAL SOURCES. Competition is at the heart of Canada’s economy. A healthy competitive environment pushes companies to be more responsive to consumer needs, resulting in greater choice, higher quality goods and services, and ultimately lower prices for consumers. In a significant step towards achieving the above and modernizing Canada’s competition laws, the federal government […]

SLOVAKIA – When a trademark becomes too famous: the hidden risk of genericide

Posted on 16 May 2025 (16 May 2025)

One of the lesser-known but legally significant phenomena in trademark law is genericide or genericization. It is a process by which a formerly distinctive trademark becomes a common name for a type of product or service. As a result, the trademark owner may lose their rights, since the trademark no longer fulfills its essential function: […]

THE NETHERLANDS: Franchisors beware; under Dutch law a franchise agreement is not always terminable under the franchise agreement’s termination provisions

Posted on 11 April 2025 (11 April 2025)

A franchisor (Leen Bakker) entered into a franchise agreement with a franchisee in 1995. Pursuant to that franchise agreement, the franchisee operates a home furnishings store under the Leen Bakker franchise formula. A termination clause in the franchise agreement provides, inter alia, that termination takes place with a term of 13 months, and that the […]

NORWAY: where to sue for breach of loyalty and underlying assumptions in distribution.

Posted on 11 April 2025 (11 April 2025)

In Norway there are no specific laws on distribution, and agreements are subject to the freedom of contract. However, the general underlying obligations of loyalty fair dealing (which in Norway are codified in Marketing Act art 25) must be taken into consideration when assessing your rights and obligations. We touched upon this subject in an […]

POLAND: Decision of the President of the Polish Office of Competition and Consumer Protection regarding cartel in the market for the sale of Jura brand coffee machines and accessories

Posted on 11 April 2025 (11 April 2025)

Jura Poland is the exclusive importer of Jura brand coffee machines in Poland. The President of the Office of Competition and Consumer Protection (UOKiK) stated that Jura Poland, together with its official distributors, who were also retailers, including major electronics chains in Poland such as RTV Euro AGD, Media Markt and Media Expert, was involved […]

FRANCE: Indifference of the indemnity for termination of the agency relationship to the subsequent exploitation of the same clientele

Posted on 13 March 2025

For the purpose of distributing the goods entrusted to it for sale, a real estate agent company uses the services of a commercial agent, by contract concluded in 2015. The principal having unilaterally terminated the contract in 2020, the agent, who had found clearly similar employment immediately after this termination, sued her for payment of […]

INDIA: Government publishes draft rules providing framework for new personal data protection regime.

Posted on 13 March 2025 (13 March 2025)

The Indian Government has published the draft Digital Personal Data Protection Rules 2025 (“DPDP Rules”), intended to provide the implementation framework required under India’s Digital Personal Data Protection Act 2023 (“DPDPA”) which was passed into law in August 2023 and has been in suspended animation since. The DPDP Rules provide clarity on various implementational aspects […]

UK: Kigen v NOR Capital

Posted on 13 March 2025 (13 March 2025)

In Kigen v NOR Capital [2024] EWHC 3164 (Ch), which was not a franchise case, the High Court was asked to interpret a clause to establish whether a “Success Fee” was payable. The case sets out the principles of contractual interpretation, that apply in the United Kingdom. The clause required a Success Fee to be […]

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