Franchise opening dates: how to protect yourself against delays

The opening date of a franchise outlet is more than a milestone in your sales plan. It can trigger fees, operational obligations and liability for delays before your first customer arrives. A smooth franchise launch requires both parties to work together. Before buying a franchise, check not only the stated time needed to prepare the outlet, but also who is responsible for each task and what happens if the timetable becomes unrealistic.

1. Distinguish a target date from a binding obligation

A promise to “open within a few weeks” does not explain when that period starts. It could run from signing the agreement, handing over the premises, approving the design or completing training. Each option allocates risk differently. Ask for the precise event that starts the preparation period to be specified, along with a way to confirm that it has taken place.

Under Polish law, a franchise agreement is an “innominate contract”: it is not a separately defined statutory type of contract. Poland has no dedicated act comprehensively regulating franchising, nor a specific, generally applicable requirement to provide prospective franchisees with a disclosure document and observe a statutory waiting period before signing. The legal framework rests primarily on the Civil Code, including the principle of freedom of contract under Article 353¹ and the general rules on performing contractual obligations and liability for breaches. Depending on the business, administrative, tax and consumer legislation may also apply.

Do not assume that a statutory mechanism will automatically extend the opening deadline. Agree in the contract whether the date is indicative or binding, and which conditions must be met beforehand. If the franchisor insists on strict compliance with the date, check whether it also commits to measurable deadlines for the tasks on which your launch depends.

2. Allocate responsibility for each preparation task

Before signing, ask for a timetable for preparing the outlet. A general clause requiring the franchisee to “ensure operational readiness” is not enough. Each stage should have a responsible party, a deadline, the necessary inputs and an acceptance process. Pay particular attention to tasks you cannot carry out yourself or commission without the franchisor’s approval.

The timetable should cover, among other things:

• approval of the design and confirmation that the outlet meets brand standards;
• completion of the required works and obtaining the permits, approvals or registrations relevant to the business;
• training for the owner and staff;
• setting up sales systems and preparing cash registers for the required fiscal activation;
• delivery of the initial stock;
• final sign-off confirming readiness to open.

For each task, ask: what is preventing it from starting, and who is responsible for removing that obstacle? If training requires a working system and head office provides access to it, delays should not be assessed as though the two tasks were independent.

Also agree a deadline for the franchisor to respond to a submitted design or notification that the outlet is ready. Requiring approval without setting a time limit for giving it makes planning difficult. It is worth specifying how objections will be raised and corrections confirmed. Do not treat silence as consent unless the parties have expressly agreed a legally effective mechanism to that effect.

3. Calculate the cost of a delayed launch

Your preparation budget should show not only the cost of setting up the outlet, but also the expenses incurred before sales begin. Prepare a separate delayed-opening scenario. This is not a profitability forecast, but a check on whether you will have enough cash to complete the preparations.

Include wages for staff already hired, premises costs, insurance, financing costs and services needed before opening. Allow for stock becoming unusable and for reworking the launch campaign. Distinguish between expenses that will simply fall due later and those you will have to pay twice.

Next, check when each fee payable to the franchisor starts accruing. A fixed fee may be payable from the date the agreement is signed or a particular service becomes available, rather than from the start of trading. Negotiate links between selected payments and the actual provision of a service or the outlet’s readiness, rather than basing your budget on a verbal assurance that payments will be deferred.

If you are using a loan or leasing arrangement, compare the drawdown and repayment schedules with the opening timetable. A change to the opening date by the franchisor does not automatically change your obligations to the finance provider.

4. Agree a procedure for dealing with delays

A sound procedure should distinguish between delays on your side, delays on the franchisor’s side and those caused by external circumstances. Not every event beyond a business owner’s control automatically releases them from liability. The cause, the nature of the obligation and the allocation of risk agreed in the contract all matter.

Propose a clause setting out how an obstacle must be reported, what evidence is required, when the parties must jointly assess the situation and how a revised timetable will be approved. Agree who will bear reasonable additional costs and how payments for obligations not fulfilled by the original deadline will be handled. Do not leave these discussions until the outlet is only partly ready.

Keep records of materials supplied, defects reported and responses from head office. In contractual liability claims, evidence of a breach, loss and a causal link may be important; a list of additional bills alone will not always be enough. It is worth discussing the draft clauses with a lawyer before signing.

Practical takeaway: only accept an opening date once you have a timetable covering both parties’ responsibilities, a budget for delays and a written procedure for changing the date. A promise of a quick launch alone will not protect your money.