چکیده:
The commitment to disclose essential information is significant from both theoretical and practical perspectives. This means that to benefit from the necessary awareness for decision-making and contract conclusion, the information that influences the creation of healthy consent must be made available to the opposing party. In a franchise contract, a violation of this duty—which is among the requirements and necessities of good faith during the negotiation, conclusion, and execution of the contract—has a significant impact on the legal relations between the parties. In this article, while defining the limits of the aforementioned, the enforcement guarantees for violating it under Iranian law are examined.
خلاصه ماشینی:
1. Obligation to Disclose Essential Information A franchise contract includes extensive legal obligations that are not limited to granting a license1 to exploit intellectual property rights; by paying an amount at the beginning of the contract, as well as undertaking to continuously pay amounts throughout the life of the contract (either annually or based on a percentage of gross income), and most importantly, the obligation to operate under the franchise network2 and follow the business methods and instructions3 of the franchisor, the franchisee shall be entitled to use the intellectual property rights related to the activities of the franchise network, benefit from empirical knowledge, receive educational and informational assistance for managing and launching the business, and make optimal use of the franchise network's reputation4.
Regarding the enforcement of a breach of the obligation to provide comprehensive and correct information prior to the conclusion of the contract, some French courts declare franchise contracts void and invalid4 in cases where the franchisor has breached their obligation to provide appropriate pre-contractual information, based on the grounds that the disclosure of information is considered part of the mandatory rules of law and cannot be exempted even under an implied condition or a separate agreement, pursuant to Article 6 of the French Civil Code; even though the French Supreme Court considers the application of this rule permissible only if a defect in consent is proven5.
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