Unilateral Variation Rights in Franchise Agreements

When buying a franchise, you should review not only the agreement you will sign, but also how it may be changed in future. The operations manual, online announcements and head office instructions can directly affect your day-to-day business. Common standards matter across a franchise network, but the power to update those standards does not give the franchisor an unlimited right to impose new obligations. The key question is: which changes will you be agreeing to, through what process and with what financial consequences?

1. Identify the rules outside the agreement

Some agreements treat the operations manual and future instructions as integral parts of the contract. Obligations that appear to cover only a few pages at signing can therefore expand through other documents. Your first task is to list every document stated to be binding.

Ask the franchisor for current, dated copies of the following:

• The operations manual and operating procedures.
• Opening hours, staffing arrangements and service standards.
• Mandatory software and reporting instructions.
• Provisions governing the binding effect of subsequent announcements.
• The clause specifying which document takes precedence if documents conflict.

If access to documents is restricted on confidentiality grounds, ask to review them under a confidentiality undertaking. Do not treat a declaration that you accept a document you have not seen as a mere formality.

Pay particular attention to the version date. If the manual you reviewed differs from the one that will apply when you open, request a comparison showing the changes. To address the risk of content on a digital portal being changed later, have the agreement require a permanent copy of the initial version accepted by both parties to be retained.

The document hierarchy should also be clear. For example, you could agree that a right set out in the agreement cannot be curtailed by a subsequent operational announcement. This helps protect the underlying agreement without preventing day-to-day instructions altogether.

2. Understand the legal limits in Türkiye

Türkiye has no dedicated franchise law governing franchise agreements. Nor is there a general franchise-specific requirement to register agreements or provide a standard pre-contractual disclosure document. General legal rules nevertheless place limits on how agreements are drafted and implemented.

The Turkish Code of Obligations No. 6098 provides the general contractual framework, while the Turkish Commercial Code No. 6102 governs the commercial relationship. The Industrial Property Law No. 6769 is relevant to trade mark use, and the Law on the Protection of Competition No. 4054 applies to provisions restricting competition. The fundamental basis for the principle of good faith is Article 2 of the Turkish Civil Code No. 4721.

For unilateral variation rights, particular attention should be paid to Articles 20–25 of the Turkish Code of Obligations, concerning standard terms and conditions. Provisions drafted in advance for use in numerous similar agreements may be subject to this scrutiny. Whether a term forms part of the agreement, how it should be interpreted and whether its content is lawful are separate questions.

Article 24 provides that, in agreements containing standard terms and conditions, clauses allowing the party that drafted them to make unilateral changes or introduce new provisions to the other party’s detriment are deemed not to have been written. This does not mean, however, that every operational instruction is automatically invalid. The nature of the provision, whether it was genuinely negotiated and the effect of the change must be assessed in each case. As franchisees act for commercial purposes, you should not assume that consumer contract protections apply automatically either.

3. Classify updates by their impact

It may not be practical to subject every change to the same procedure. Changing the order in which a product is presented does not have the same economic impact as extending opening hours. Propose that the agreement distinguish between changes according to their scope and consequences.

Routine operational updates: Written notice may be sufficient for measures that clarify existing obligations without creating significant additional costs. Even so, the effective date and the person responsible should be specified.

Significant financial or operational changes: For updates requiring additional staff, paid software or longer opening hours, request an explanation, a cost breakdown and an implementation timetable. Specify which changes will also require written agreement.

Urgent legal or safety adjustments: Regulatory compliance and genuine safety risks may require faster action. However, the grounds for urgency should be explained, and this exception must not become an unrestricted power covering every commercial decision.

For example, if head office wants you to close later on certain days of the week, do not assess only the expected sales. Calculate the additional shift, transport, security and energy costs as well. Document how the same instruction could have different consequences for businesses in different locations. Your objection then becomes a measurable impact assessment rather than a general expression of dissatisfaction.

4. Establish procedures for notice, objections and record-keeping

During negotiations, do not settle for wording that merely promises “reasonable time to implement changes”. Specify how notice will be given, who will receive it and what information it must contain. For significant changes, also clarify how the review period before implementation will be determined.

Look for answers to these questions in the agreement:

• Will the reasons for the change and its expected financial impact be shared?
• How can the franchisee submit a reasoned objection?
• Who will assess the objection, and when will they respond?
• Will the obligation to implement the change continue while the review is under way?
• Is there a process for adapting requirements that cannot technically be implemented?

Also check whether silence is treated as acceptance. Do not assume that raising an objection automatically suspends implementation; if that is the intended outcome, it must be expressly agreed. Before deciding not to follow an instruction you believe to be unlawful, discuss the risk of breaching the agreement with your lawyer.

Practical takeaway: Before signing, bring together the document list, categories of change and objection procedure in a one-page checklist. A healthy franchise network should preserve common standards while ensuring that franchisees can reasonably foresee their future obligations.