Buying a franchise: the full disclosure acknowledgement

A statement that ‘the prospective franchisee has received all necessary information’ may look like standard wording. In practice, however, it records what you acknowledge you knew when you decided to invest. Before joining a franchise network in Greece, check whether this statement reflects the documents you actually received, the time you had to review them and any questions that remain unanswered.

What Greek law requires on disclosure

Greece has no dedicated law comprehensively regulating franchising, nor any specific mandatory pre-contractual disclosure document. There is also no specific statutory minimum period between disclosure and signing the agreement or paying the initial franchise fee. Likewise, there is no dedicated register in which a franchise agreement must be recorded as a condition of entering into it.

This does not mean that pre-contractual disclosure is unregulated. Articles 197–198 of the Greek Civil Code require parties to act in good faith and in accordance with fair dealing during negotiations, and provide for liability for loss caused by a culpable breach of those duties. Presenting misleading information or withholding material information may, depending on the circumstances, give rise to a claim for damages.

The agreement is governed primarily by the general provisions of the Civil Code, alongside other rules, including those on commercial law, competition and unfair competition, and intellectual property. Franchise industry codes of ethics are self-regulatory tools, not specific statutory disclosure rules.

Do not, therefore, assume that the absence of a standardised disclosure pack is itself unlawful. Focus on the substance: which information was critical to your decision, and how was it presented?

Distinguish receipt from acceptance of accuracy

Not all disclosure acknowledgements say the same thing. Confirming that you received a particular document is different from declaring that every piece of information was complete, accurate and sufficient for your investment decision.

Look out in particular for wording in which you acknowledge that:

• you received ‘all’ the information needed to make your decision;
• you had sufficient time and independent professional advice;
• you independently verified every piece of information;
• you did not rely on any presentation or representations by the franchisor;
• you have no outstanding questions or reservations.

Ask your lawyer to distinguish simple acknowledgements of receipt from statements that could make it harder to establish the facts in a future dispute. Signing a blanket acknowledgement does not automatically make every piece of information true or necessarily remove legal liability. It may, however, serve as evidence of what you knew or had accepted.

If you did not consult an accountant or lawyer, do not confirm that you did. If you received a revised appendix shortly before signing, do not state that you had sufficient time to assess it without reviewing it.

Create a record of the information actually received

The safest approach is to draw up a specific list of documents rather than make a vague statement that disclosure was complete. For each item, record its title, date, version, sender and date of receipt. Keep the file itself, not just a link to an online folder whose contents may later change.

The list may include the draft agreement, its appendices, the financial proposal and written answers to your questions. The aim is not to create a supposedly statutory form, but a reliable record of the information provided to you.

For each outstanding issue, note:

• what information was requested and why it is material;
• whether you received an answer or only a general assurance;
• who will respond and by when;
• whether the answer changes any contractual document.

For example, a reference to a ‘detailed schedule of charges’ is not enough if that schedule is not attached. Ask for the exact file you received to be identified. If there are different versions, agree which one applies and retain the earlier correspondence.

How to address an inaccurate acknowledgement before signing

Send your comments together and ask for revised wording. You could propose that the acknowledgement of receipt refer only to the documents on an agreed list, without extending to unconditional acceptance of the accuracy of every item. The final wording needs to be tailored by a lawyer to the particular transaction.

If material information is missing, recording that omission is no substitute for receiving an answer. Postpone your decision until you can assess its implications. Also ask for a genuine opportunity to review significant changes when they are provided; do not assume that there is an automatic statutory cooling-off period specifically for franchise agreements.

Practical takeaway: Sign a disclosure acknowledgement only when it describes what you actually received and reviewed. A clear list of documents and resolution of material outstanding issues offer greater protection than a blanket confirmation that you ‘know everything’.