How Should the Risk of Opening Delays Be Shared When Buying a Franchise?

When investing in a franchise, the planned opening date is more than a marketing target. Rent, staffing, equipment and finance payments are all scheduled around it. Yet an agreement that gives only an approximate opening month can leave responsibility for the financial burden of delay unclear. Before joining a franchise network, ask: if the business cannot open on time, which party will take responsibility for which obligations and costs?

1. Break the opening timetable down into measurable milestones

“The business will open as soon as possible after signing” is not enough to manage your investment. Rather than a single target date, ask for a timetable setting out the tasks to be completed before opening, attached to the agreement. Each milestone should have a named responsible party, a defined deliverable and clear completion criteria.

Depending on the type of business, the timetable might include:

• Preparation of layout plans and detailed working drawings, and their approval by the franchisor.
• Completion of building and fit-out works.
• Delivery, installation and acceptance of equipment in working order.
• Activation of sales, payment and ordering systems.
• Ensuring staff are ready for opening and all necessary permits are in place.
• Final inspection, rectification of outstanding defects and actual opening.

Show how tasks depend on one another, too. For example, if equipment cannot be ordered until the franchisor approves the plans, the franchisee should not bear full responsibility for a delayed order. Agree in advance which documents are required for approval, how long the review will take and how missing information will be reported.

A target date, a binding completion date and a final deadline for opening serve different purposes. Check which of these the agreement uses. If it does not state what happens when a date is missed, the timetable alone offers insufficient protection.

2. Distinguish between the cause of a delay and responsibility for it

Türkiye has no dedicated franchise law governing franchise agreements exclusively. Nor is there a general mandatory pre-contractual disclosure document or franchise agreement registration system specific to franchising. General obligations, such as registering the business with the trade registry and obtaining operating permits, are separate matters.

For the performance of opening obligations and the consequences of delay, the general provisions on contracts, performance and default in the Turkish Code of Obligations, Law No. 6098, are particularly important. The Turkish Commercial Code, Law No. 6102, also applies to commercial relationships. The absence of a dedicated franchise law does not mean franchisees lack legal protection; however, specific rights must be assessed in light of the agreement, the cause of the delay and the applicable provisions.

It is useful to address delays in three categories in the agreement: those attributable to the franchisor, those attributable to the franchisee and events beyond the parties’ control. A supplier’s late delivery does not automatically qualify as force majeure simply because a third party caused it. Consider who selected the supplier, who placed the order and who assumed responsibility for delivery.

Similarly, time taken by an administrative procedure is not automatically the franchisee’s fault. Specify who must submit the application, who must provide the necessary technical documents and how any omissions will be addressed. Also set out how extensions of time will be calculated if several causes arise at once. Scrutinise any vague clause stating that “the investor is responsible for all delays”.

3. Prepare a separate cost-sharing schedule for delays

If opening is postponed, payments may continue even though the business has not yet started making sales. Negotiate not just the timetable, but also the costs that could arise during a delay. For each cost, identify when it starts accruing, who is responsible for paying it and any conditions for reimbursement.

Your schedule should cover:

• Rent and shared premises charges that start accruing before opening.
• Wages and related obligations for staff already recruited.
• Storage, repeat transport and equipment holding costs.
• Cancellation charges for postponed promotional activities or launch events.
• Interest and other finance costs on loans already drawn down.

Do not assume that all these costs can automatically be recovered from the other party. The legal basis of the claim, the causal link, supporting evidence and measures available to mitigate the loss all matter. Explicitly agreeing how costs will be shared can reduce disputes later.

Also check when payments to the franchisor begin. Does a fee for a service that is not yet available become payable from the date of signing? Does the payment schedule change if opening is postponed? The aim here is not to recalculate fee rates, but to identify payment obligations that begin before the business is ready. If you want payment deferral or a right of set-off, the conditions should be recorded in writing; do not assume that unilaterally withholding payments is risk-free.

4. Put notification, recovery plans and the final deadline in writing

Agree in advance how the parties will respond when a potential delay emerges. Any notice should state the cause of the delay, the affected milestone, its expected duration and the proposed solution. Review the notification method and any legally required formalities with your lawyer; do not rely solely on verbal discussions.

Ask for a clause requiring the party responsible for the delay to provide an updated recovery plan. For solutions such as alternative equipment, an additional installation or fit-out team, or a change in the sequence of work, specify who will approve quality and who will bear the extra cost.

Establish a separate mechanism for dealing with a missed final opening deadline. Clarify the conditions under which options such as allowing extra time, deferring certain payments or terminating the relationship can be used. If the relationship ends, there should be no uncertainty about what happens to payments for unused services, equipment already delivered or unfinished work. Have your adviser separately review any notice requirements and time limits that must be met to exercise statutory rights.

Practical takeaway: Before signing, prepare a one-page opening responsibility schedule covering each task, the responsible party, the deadline, delay costs and the remedy. Do not consider the opening date secured until this schedule has been incorporated as an annex consistent with the agreement.