UOKiK: a pharmacy franchise does not in itself mean an acquisition of control

Simply signing a franchise agreement does not mean that a pharmacy owner loses their independence or that their business becomes part of the chain’s corporate group. This is the position presented by the President of Poland’s Office of Competition and Consumer Protection (UOKiK) in a case before the Supreme Administrative Court (NSA). For Poland’s franchising community, it is an important contribution to the debate over the boundary between commercial co-operation and the acquisition of control — but it is not yet a court ruling.

UOKiK’s formal opinion in the case before the NSA

As reported by the news website PKB24 on 27 October 2026, the President of UOKiK submitted a formal opinion in a pharmacy franchising case pending before the NSA. The opinion sets out the authority’s position, drawing on EU law and its established practice in merger control cases.

According to the report, this is the first opinion from the President of UOKiK on this issue, and a rare instance of such a submission to an administrative court. Its main significance lies in drawing a clear distinction between two situations: independent businesses working together under an agreement, and one business gaining decisive influence over another.

The opinion of the President of UOKiK is not binding on the NSA. It is therefore neither a judgment nor a change in the law. Nor does it establish that every pharmacy franchise agreement preserves the owner’s independence. It does, however, indicate that entering into such an agreement should not automatically be equated with establishing control or forming a corporate group.

This distinction is particularly important when interpreting reports about the dispute. The authority has not given unconditional approval to every model of co-operation between pharmacies and chains. Rather, it has challenged the assumption that control can be inferred solely from the existence of a franchise arrangement.

Decisive influence, rather than a contractual link alone

The starting point is the definition of control in Article 4(4) of Poland’s competition legislation. According to the opinion, the key factor is the ability to exercise decisive influence over another business. Commercial co-operation alone, even where it rests on a closely integrated network of agreements, does not establish this.

For the franchising community, this is an important distinction: having obligations towards a chain is not the same as handing over control of the business. The assessment should focus on the nature of the specific relationship, rather than merely on the agreement’s title or membership of a franchise network.

However, this reasoning does not only support the case for independence. If the deciding factor is the actual ability to exert influence, calling an arrangement a franchise does not rule out a finding of control. The terms of the agreement and the associated links between the parties may point to a different conclusion from its title.

Commentary on the case has raised a practical question: can the franchisee continue trading after the agreement with the chain ends? The ability to keep operating the pharmacy weighs against a finding that the chain controls it. However, this question should not be treated as a standalone legal safeguard or a substitute for assessing the arrangement as a whole.

EU law and earlier NSA judgments

UOKiK’s position refers to the European Commission’s Consolidated Jurisdictional Notice, numbered 2008/C 95/01. Paragraph 19 states that franchise agreements do not normally give the franchisor control over the franchisee’s business.

There is, however, an important qualification. Particular economic links may, exceptionally, give rise to control. That outcome must be demonstrated in the individual case, rather than assumed to be an inherent feature of the franchise model.

The NSA case law from October 2022 cited in the report takes a similar approach. The court accepted that franchising is permissible in the pharmacy market. At the same time, it indicated that although a franchise agreement does not in itself create a relationship of dependence, the specific terms of a contractual relationship may establish one.

Both references therefore show the limits of simplified interpretations. There is no basis for equating every franchise with control. Equally, it cannot be assumed that every relationship described as a franchise falls outside the scope of an assessment of corporate control.

What this means for pharmacy owners and chains

The significance of the case goes beyond the labels attached to agreements. Pharmacy owners and network operators need to be able to predict when co-operation will be regarded as a relationship between independent businesses and when it will be treated as one involving control. The opinion supports a case-by-case assessment of the specific links involved.

At this stage, however, the authority’s position must be distinguished from the NSA’s eventual ruling. The submission of an opinion does not mean that the dispute has ended or that a particular agreement has been confirmed as legally compliant. The final assessment of the case remains a matter for the court.

Practical takeaway: before entering into or amending a pharmacy franchise agreement, it is worth reviewing with a lawyer the actual extent of the chain’s influence and the scope to continue operating after the relationship ends. The agreement’s title alone does not determine whether the business is independent.