Buying a Franchise in Lebanon: Setting Limits on Operations Manual Changes

When buying a franchise in Lebanon, you may scrutinise the agreement but treat the operations manual as little more than day-to-day instructions. Yet a clause requiring you to comply with the manual ‘and any subsequent amendments’ could allow the franchisor’s future decisions to affect your costs and how you run the business. Joining a franchise network requires shared standards. The aim is not to freeze those standards, but to understand what can change, how the impact will be assessed and what safeguards you can negotiate before committing.

1. Understand what becomes binding through the manual

Start by requesting the operations manual’s contents page, version number and date, along with the sections that affect your budget or working arrangements. The manual may cover opening hours, customer service procedures, product preparation methods, reporting templates and technical specifications. These requirements do not all have the same impact: changing a reporting template is quite different from imposing longer opening hours throughout the week.

If the franchisor wishes to protect its operational know-how, propose controlled access under a confidentiality undertaking, allowing your advisers to review the relevant sections. Do not let the absence of a complete copy become a reason to accept unknown financial obligations. At a minimum, request a written statement of the key requirements on which the investment proposal is based.

Also check how the agreement defines the ‘manual’. Does it include emails, circulars and online portal content? Can any employee issue binding instructions? Negotiate clear provisions identifying who is authorised to make amendments and the official notification channel, so that site visit comments or scattered messages do not become obligations that are difficult to track.

The desired outcome: a clear record of the documents that are binding at signing, and a documented process for recording any subsequent amendment and its effective date.

2. Distinguish standards updates from changes to the deal

Operating methods will naturally evolve to protect brand quality. However, the power to update procedures should not become an indirect way to rewrite agreed financial rights. Propose classifying amendments by their impact, rather than accepting unrestricted powers or insisting on approving every minor detail.

The discussion can be structured around three categories:

• Limited procedural updates: such as changing the sequence of service steps or the format of reports, with clear notice and a reasonable implementation period.
• Amendments with a material impact: such as extending opening hours or adding tasks that require additional staff resources. These should involve an impact statement, a transition period and a consultation process.
• Changes to fundamental rights: such as introducing a new fee or changing how it is calculated. Propose that these require a written agreement, rather than a simple manual update.

Agree on a practical test for material impact: does the change require new expenditure? Does it increase recurring costs? Does it alter the business model you agreed to? Quantitative thresholds suited to the business can be negotiated, but there is no single percentage that automatically works for every franchise.

Test the wording with an example: if the franchisor requires longer opening hours every day, is a message enough to bind you immediately, or must it provide reasons, assess the requirements and allow time to implement the change? The answer reveals more about the value of your safeguards than a general promise of ‘cooperation’.

3. Set rules for notice, costs and objections

Ask for amendment notices to include the old and new wording, the reason for the change, the outlets affected, the implementation date and any anticipated costs known to the franchisor. Simply announcing an ‘updated version’ does not allow you to assess what needs to be done or prepare your team.

Link the implementation period to the scale of the task. A minor internal procedure change does not require the same arrangements as one involving equipment purchases or changes to staff rotas. If implementation depends on a supplier or service unavailable locally, request a process for proposing an equivalent alternative and receiving a written response within an agreed period.

Address urgent situations too, such as remedying a customer safety risk or complying with a legal requirement. An expedited process can be agreed for these cases, with the reasons for urgency documented, without allowing the exception to bypass normal procedures for every update.

Do not settle for the right merely to submit an objection. Specify who will review it, when they must respond, how exceptional costs will be addressed and whether the disputed obligation will be suspended during the review. These are negotiated safeguards, not automatic rights: do not assume that objecting entitles you to stop implementation. Keep notices, your responses and any temporary approvals, and ask for verbal exceptions to be confirmed in writing.

4. Anchor the safeguards in Lebanon’s legal framework

Lebanon has no comprehensive franchise-specific law or dedicated statutory franchise disclosure regime. The relationship is governed primarily by the Code of Obligations and Contracts, with the Commercial Code and other relevant general rules applying according to the issue. You should therefore not assume that there is a specific statutory period for objecting to an operations manual update, or an automatic cap on its cost.

The Lebanese Franchise Association’s Code of Ethics includes a commitment to provide complete, accurate and material written information a reasonable time before a prospective franchisee commits. However, it is not a general law applying to every franchisor. Check membership and the scope of any commitment to comply with it, and do not treat it as a substitute for express contractual provisions.

Ask a Lebanese lawyer to review the scope and limits of the amendment powers and the enforceability of your proposed safeguards, particularly where an update conflicts with an established contractual right. It is useful to work through a practical example during negotiations, then translate the outcome into clear wording, rather than relying on a promise that the franchisor ‘will not ask for anything unreasonable’.

The practical takeaway: before signing, establish which version of the manual is binding, what may be amended, how you will be notified, how costs will be assessed and how your objections will be reviewed. Maintaining brand quality requires change; protecting your investment requires clear rules for that change.