Buying a Franchise in Lebanon: Putting the Franchisor’s Promises into the Contract

You may choose a brand because its representative has promised specific support: preparing a launch plan, supplying equipment or waiving a particular fee. Yet when it comes to signing, you may find that the contract states that its wording alone constitutes the agreement, and that you have not relied on any previous statements. In franchising, a good understanding between the parties is not enough to protect your investment. Promises that influence your buying decision need to become written obligations whose performance can be checked and enforced.

Why does the ‘entire agreement’ clause deserve particular attention?

This clause generally treats the contract and its specified schedules as the final agreement between the parties, excluding earlier agreements or statements not incorporated into it. It may be accompanied by an acknowledgement that the franchisee has not relied on any promise outside the contract, or a clause requiring any amendment to be made in a signed written document.

These clauses are not necessarily a sign of bad faith. They help define obligations and avoid disputes over earlier discussions. But they become risky when the deal that persuaded you to invest differs from the deal on paper. The commercial proposal might describe a franchisor contribution towards fitting out the premises, while the contract makes you responsible for all fit-out costs without exception.

Do not assume that an email will automatically override the signed wording, or that an entire agreement clause necessarily removes all legal effect from earlier statements. The outcome depends on the wording, the facts and the applicable law. Before signing, the practical solution is to resolve the inconsistency, rather than plan to prove it in court later.

What is the legal framework in Lebanon?

Lebanon has no comprehensive franchise-specific law, nor a dedicated national regime requiring franchise agreements to be registered or a pre-sale disclosure document to be provided, as some countries do. The relationship is governed primarily by the Code of Obligations and Contracts, alongside the Commercial Code and the general rules relating to business activities, intellectual property and taxation, as applicable.

Some relationships also require a review of Legislative Decree No. 34 of 1967 on commercial representation, as amended, depending on their legal classification. This does not mean that every franchise agreement automatically falls within that regime. Similarly, Consumer Protection Law No. 659 of 2005 governs relationships with consumers within its scope. You should not assume that a franchise buyer automatically enjoys consumer rights when entering into a contract for investment purposes.

The Lebanese Franchise Association’s Code of Ethics includes disclosure obligations within its scope, but it is not a national disclosure law binding on all franchisors. Check whether it applies and how it is referred to in your contract, rather than relying solely on a reference to association membership.

Ask a Lebanese lawyer to review the entire agreement clause and any acknowledgement that you have not relied on earlier statements. In particular, ask how they affect the material facts on which you based your decision, and what limits the general legal rules place on excluding liability for misleading information.

Turn promises into a measurable schedule of obligations

Gather the commercial proposal, correspondence and meeting records, then draw up a table of the promises that changed your financial calculations or led you to choose the brand. Do not copy every marketing claim. Focus on promises involving money, deadlines or a specific operational benefit.

For each promise, record the following:

• Scope: What exactly will the franchisor deliver or do?
• Responsibility: Which contracting entity bears the obligation, and who will co-ordinate its performance?
• Timing: When must it be fulfilled, and what conditions must be met first?
• Cost: Is it covered by the agreed fee, or is there an additional charge?
• Evidence: How will you verify performance and document receipt?
• Remedy: What happens if the franchisor fails to fulfil the obligation?

For example, ‘we will help you launch’ does not define a measurable service. Specifying the preparation of an opening plan and delivery of agreed promotional materials, by a set date and at a stated cost, leaves less room for interpretation. Any financial remedy or period for putting a failure right that you propose needs express agreement and appropriate legal drafting. It does not become an automatic entitlement simply because you include it in your table.

Also distinguish between an obligation to achieve a specific result, such as delivering materials, and an obligation to make efforts, such as helping to find a supplier. Do not accept wording that appears to guarantee something while another sentence excludes that guarantee.

Close the gap before signing and paying

Send the table to the franchisor and ask for the accepted obligations to be incorporated into the main contract or a signed schedule expressly identified as part of the contractual documents. Attaching an old message without defining its contractual status may leave the dispute unresolved, particularly if it contains estimates or conflicting terms.

Check that the person signing on behalf of the franchisor has authority to do so. Agreement from a salesperson or an introducing intermediary does not necessarily mean that the contracting entity has accepted the obligation. Keep one final version containing all schedules, rather than a draft with comments or gaps awaiting completion.

Then review your own acknowledgements: do they confirm that you received information you have not actually been given? Do they deny reliance on a promise that remains central to your investment? Ask for the wording to be corrected so that it reflects the facts. If the franchisor refuses to put a material promise in writing, reassess the deal without it and do not build your budget around it.

The practical takeaway: Before signing, match every material promise to a clear, signed contractual provision. If the franchisor will not commit to it in writing, do not treat it as a guaranteed benefit when deciding whether to buy.