Buying a franchise: reviewing a foreign-language agreement

Entering the franchise market in Greece may start with an agreement in English or another language. Being comfortable with everyday communication, however, is not the same as understanding legal terms. Before choosing a brand, consider whether you can confidently understand the entire set of contractual documents and which language version will ultimately determine your obligations.

What Greek law says about language

Greece has no dedicated law comprehensively regulating franchising, nor any specific statutory requirement for every franchise agreement to be drawn up in Greek. An agreement in another language is not invalid on that ground alone. However, it is essential that the parties understand its contents, and this should not be taken for granted simply because negotiations took place in the same language.

The contractual relationship is governed primarily by the general provisions of the Greek Civil Code on contracts and obligations, alongside other applicable rules. During negotiations, Articles 197–198 of the Civil Code require the parties to act in accordance with good faith and accepted commercial practice. A culpable breach of this duty may give rise to liability for damages, depending on the circumstances.

There is no mandatory pre-contractual disclosure form or statutory minimum review period specifically for franchising. You should therefore expressly request enough time for translation and review. Do not assume that you are automatically entitled to a cooling-off period after signing.

If the agreement is submitted to a Greek court or a competent Greek authority, a Greek translation meeting the prescribed formal requirements may be needed. Your lawyer should confirm the requirements for the particular procedure.

Gather the complete set of documents and language versions

The first step is not to translate the signature page, but to identify all the documents that create binding obligations. Ask for the full draft, all appendices and any documents it refers to. A financial term may appear in a separate schedule, while an exception may be found only in an appendix.

Create a simple checklist with four details for each file:

• Title, date and version number.
• Original language and available translations.
• Whether it forms a binding part of the agreement or is for information only.
• Whether your own legal adviser has reviewed it.

Ask for confirmation of exactly which files will form part of the final signing package. If the franchisor sends a new draft, the changes must be checked in both languages. A translation of an earlier version is not enough, even if the new file is described as ‘almost identical’.

Machine translation can help with an initial reading, but it cannot replace legal assessment. Pay particular attention to negatives, exceptions and cross-references: small differences in wording can significantly change the meaning.

Check which version prevails

In a bilingual agreement, look for the clause specifying which language version prevails if there is a discrepancy. If the foreign-language version prevails, the Greek translation serves as a reference aid and is not sufficient on its own to establish what has been agreed. If there is no such provision, ask for this to be clarified before signing.

For example, the Greek translation may state that the franchisor ‘may approve’ a request, whereas you have understood that it ‘must approve’ it when certain conditions are met. This difference affects an actual contractual right, not merely the style of writing.

The review should pay particular attention to:

• Definitions used throughout the text.
• The distinction between an obligation, permission and discretion.
• Deadlines, how they are calculated and notice requirements.
• Exceptions and the order of precedence between the agreement and its appendices.

Also ask for the language of formal notices to be specified. An understandable Greek agreement does not solve the practical problem if critical notices are later sent in a language you cannot assess in time.

Budget for the review before committing

Translation and legal review are separate tasks. The translator renders the text in another language; the lawyer assesses its implications and proposes amendments. Ask for separate quotes with a clear scope of work, and clarify whether they include appendices, comparison of the language versions and a final review.

Agree who will pay to update the translations when the draft changes. Do not assume that a translation supplied by the franchisor amounts to an independent review on your behalf. Keep the final original, its corresponding translation and any clarifications, all clearly dated.

Practical takeaway: Sign only when you know which version binds you, you understand all its appendices and your independent legal adviser has reviewed the final version—not an earlier draft.