Buying a Franchise in Belarus: How to Put Promises into the Contract

Before buying a franchise, an entrepreneur receives a presentation, financial projections, emails from a sales representative and a draft contract. These documents may describe different terms for the same deal. For a prospective franchisee, the aim is not simply to keep a record of the seller’s promises, but to turn key agreements into obligations whose fulfilment can be checked. Here is how to agree a consistent set of documents and preserve the terms you have negotiated before signing.

1. Create a register of promises before agreeing the contract

Start not with legal wording, but with a list of the terms that influenced your decision to buy. Gather the presentation, noting the date you received it, the commercial proposal, correspondence and any annexes provided. After a verbal discussion, send the seller a brief summary and ask them to confirm that you have understood the agreed points correctly.

Saved correspondence may have evidential value, but do not assume that it automatically takes the place of a clear provision in a signed contract. Pay particular attention to any clause stating that previous negotiations and proposals cease to have effect once the contract is signed.

For each material promise, complete four fields:

• Substance: exactly what the seller has agreed to do or provide.
• Responsibility: which party is responsible for delivery.
• Deadline: when the obligation must be fulfilled.
• Evidence: which document or outcome will demonstrate fulfilment.

For example, ‘we will provide launch materials’ leaves the content, format and delivery deadline undefined. A more specific commitment would be to supply an agreed list of files by a set date, with acknowledgement of receipt. This is a guide for negotiations, not ready-to-use legal wording.

Separately flag any promises without which you would not buy the franchise. If these are missing from the final text, you should not proceed with signing, even if the sales representative insists that ‘everyone understands the terms anyway’.

2. Establish which documents form the contract

Belarus has no standalone franchising law, but specific rules are set out in Chapter 53¹ of its Civil Code, ‘Comprehensive Business Licence (Franchising)’. Article 910 defines this type of agreement, while Article 910¹ requires it to be in writing and registered with the state. It is therefore incorrect to claim that the parties’ relationship is governed solely by the brand’s internal rules.

Ask the seller to list every document referred to in the draft: annexes, lists of materials to be supplied, operating rules, fee schedules and other terms. For each document, the title, date or version number, method of approval and location of a copy accessible to both parties should be clear.

A reference to the ‘rights holder’s current terms’ without specifying a version is particularly risky. The buyer may agree to one set of terms and subsequently be given another. A more practical approach is to attach the agreed version or establish a way to identify and retain it unambiguously.

Propose a procedure for resolving inconsistencies between documents. For example, an individually negotiated annex could take precedence over general operating rules on expressly listed matters. That precedence does not arise simply because a document is labelled ‘individual’: it needs to be agreed in the contract.

Also check that the other party’s authorised representative is signing the document package. A sales representative’s confirmation of a special term is useful during negotiations, but it does not replace properly documenting the company’s obligation.

3. Distinguish clarifications from changes to the terms

Before buying, establish how the parties will formalise new agreements. Clarifying an agreed working procedure is not the same as changing an obligation. An email confirming a contact person differs from a document introducing a new payment or changing the scope of the rights granted.

The contract should specify:

• which matters require a signed amendment agreement;
• which notices may be sent by email;
• which addresses are agreed channels of communication;
• who may send communications with legal effect;
• how receipt of documents and the parties’ consent are confirmed.

Do not accept wording such as ‘any email constitutes an amendment to the contract’ without a separate legal review. It creates uncertainty about the sender’s authority, the scope of consent and compliance with mandatory requirements as to form.

Resolution No. 346 of the Council of Ministers of the Republic of Belarus, dated 21 March 2009, provides for the registration of comprehensive business licence agreements, amendments to them and their termination. Registration is handled by the National Centre of Intellectual Property (NCIP). A signed amendment agreement should therefore not automatically be treated as the completion of every necessary procedure.

Allocate responsibility in advance for preparing and submitting documents, paying the necessary costs and providing the other party with confirmation of registration. A lawyer should check which provisions of a particular document amend the registered agreement and how those changes should be formalised. Calling a document an ‘information letter’ does not, by itself, determine its legal nature.

4. Check the final document package before signing

The final review should compare not only different versions of the contract, but also the contract against your register of promises. Next to each material term, identify the clause or annex that records it. If there is no reference, that commitment remains outside the agreed document package.

Then check that the package is complete: have you received every annex, do their titles and numbers match the references in the contract, and are there any blank fields? Compare the final file with the last agreed version. Even a small wording change can turn an obligation into a right that the seller may exercise at its discretion.

Do not agree to sign on the promise that ‘the annexes will follow later’ if those annexes define important terms of the purchase. Keep the signed package and evidence of registration steps in a way that allows you to establish what was agreed on a particular date.

Practical takeaway: before buying a franchise, make sure every decisive promise has a precise place in the contract and every document has an identified version. A clear process for agreeing and registering changes protects your negotiated terms better than an assurance that ‘this is how we always work’.