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Studio Legale Rinaldi Associati | Italy | 29 Nov 2016

Franchisee ordered to vacate premises following termination of franchise agreement

It is common in franchise relationships for the franchisor to execute a property lease agreement to ensure that, on termination of the franchise agreement, the premises will be available for the franchisor's own use or that of new franchisees. However, the franchisee can refuse to vacate the premises and claim for unlawful termination of the franchise agreement. A recent Court of Milan......
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Studio Legale Rinaldi Associati | Italy | 31 May 2016

Exclusivity and unfair competition in franchise agreements

A franchisee recently filed a claim against its franchisor challenging alleged acts of unfair competition by the latter. The court accepted the franchisee's claim and prohibited the franchisor from selling its products to wholesalers in the territory at issue for the duration of the franchise agreement. The decision underlines that the exclusivity provisions in a franchise agreement must......
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Studio Legale Rinaldi Associati | Italy | 3 Nov 2015

Personal data processing by franchisors

A collaborator with an IT consulting company recently filed a claim with the Data Protection Authority challenging the unlawful processing of personal data by a franchisor and its IT services contractor. The authority admitted the claim in a decision which confirms a franchisor's liability as data controller regarding the processing of personal data carried out on its behalf by a contractor.
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Studio Legale Rinaldi Associati | Italy | 5 May 2015

Withdrawal from franchise agreement executed for indefinite period of time

The term of a franchise agreement is a critical issue when it is agreed for an indefinite period of time. In such cases the general principle of free withdrawal at the will of the parties could conflict with the commitment of the franchisor to guarantee the franchisee a minimum term to allow the latter to depreciate its investments, but within the minimum term of three years fixed by the......
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Studio Legale Rinaldi Associati | Italy | 4 Nov 2014

Financial and juridical independence of franchisees

The definition of a 'franchise agreement' in the Franchising Law requires that parties be "financially and juridically independent". At first glance, it seems impossible to qualify a commercial relationship as a franchise agreement without such independence between the parties. This requirement has given rise to several different interpretations.
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Studio Legale Rinaldi Associati | Italy | 20 May 2014

Can a franchise operational manual be protected by copyright?

According to the Franchising Law, franchise agreements must stipulate the details of the know-how provided by the franchisor to the franchisee. Such know-how is usually covered in the franchise operational manual. An interesting question arises as to whether operational manuals can be protected by copyright in Italy. In practice, they can receive protection only as formally filed unpublished......
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Studio Legale Rinaldi Associati | Italy | 8 Oct 2013

Considering jurisdiction in franchise agreements

The Law on Franchise Agreements contains no express provisions regulating jurisdiction for disputes relating to the franchise agreement. Thus, if the franchisor includes no provision on the competent court or arbitration in the franchise agreement, the question arises as to which forum any disputes that arise should be submitted to. A recent decision of the Court of Lecce provides welcome......
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Studio Legale Rinaldi Associati | Italy | 16 Apr 2013

Franchisor beware! Misleading franchise network advertisement leads to fine

From the first contact onwards, franchisors should maintain the utmost transparency when advertising their networks to prospective franchisees, in particular with regard to the cost of joining their networks. As one case shows, an advertisement that does not provide fully detailed information may constitute a breach of the Law on Misleading Advertising, even if the information is provided at......
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Studio Legale Rinaldi Associati | Italy | 23 Oct 2012

Exclusivity in franchise agreements

The debate regarding exclusivity in franchise agreements – in particular, whether exclusivity should be considered an essential element of this type of contract – raged on for many years before Law 129/2004 entered into force. This law provides that if exclusivity is granted, it must be expressly agreed and indicated in the franchise agreement.
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Studio Legale Rinaldi Associati | Italy | 3 Apr 2012

Franchisor's acquisition of franchisee business: is it a concentration?

Franchisors often wish to purchase a branch (ie, a point of sale) that was previously managed by a franchisee under a franchise agreement, and franchise agreements frequently provide for a pre-emption right or a right of first refusal in the franchisor's favour. However, the question of whether such an acquisition constitutes a concentration in competition law terms is not as clear as it......
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