Franchise agreement query

[FIA]

Hi
Sorry if this is a bit of a long rambling post but felt some background information would be useful.
We purchased a home-based franchise over ten years ago and renewed the franchise agreement after the first five year term. A couple of years after this we were approached by the Franchisor (via our BDM) to see if we would be interested in taking on extra post codes to add to our territory as a neighbouring franchisee was due to retire and cease trading. We expressly asked if they were to be bought to become part of our existing territory (as opposed to us temporarily looking after them) as we had sufficient work to keep us busy and didn’t want to spend time working on something that wasn’t part of our permanent business. We were told verbally that we would be buying them to add to our existing area. We received an invoice from the departing franchisee for stock purchased and the relevant post codes were inserted into our franchise agreement. All seemed fine. We were subsequently contacted by a different franchisee to say they had been told that we were only looking after this new area until it would be re-sold. On hearing this we questioned our BDM and were again verbally told that if the post codes were in the agreement they were ours. Roll on a few months later and the post codes we thought we had purchased were taken back off us by the franchisor and re-sold to an incoming franchisee! There was a clear breakdown of trust between ourselves and the BDM who we felt had lied to us to spend money on an area under false pretences, and so we told the franchisor we did not wish to deal with said BDM in the future. We considered the BDM’s actions to be seriously questionable - as did some of the other franchisees who were also involved in the same deal. We have had very little contact with the company since then, just carrying on our business without any input from them.
The franchise agreement is now two years overdue and so currently unsigned, and a copy has just been sent to us through the post to be signed and returned. After reading it through we have noticed that the disputed post codes are still listed as our territory. If a franchise agreement is a legally binding contract between franchisor and franchisee, if we were to sign with the details as they are, is it possible that we could have a claim to the area, or can the franchisor simply say they have made an admin error (of which there have been several) and just remove them? We had previously refused to sign an agreement because minimum sales requirements listed in it were significantly higher than our sales at the time, and a failure to keep to minimum sales is a breach of the agreement and can lead to termination. This requirement in the current agreement is now a blank page - could they legally enter figures into it after it has been signed? We have been quoted £850 plus VAT to have the franchise agreement reviewed, which we are looking into, but I suppose my question is how binding is the information contained within it, and is it legal to modify it after it has been signed? Any thoughts would be most welcome.

 

[The Resolver]

Amendments to a contract after being signed by both parties are not valid and enforceable unless agreed to by all parties.

I take it that when you say the Agreement has not been signed and is overdue for signing by two years you mean the extension not the original one?

Depending on the terms of the original Agreement and the extent to which both parties have acted as if the new terms are enforceable the lack of signature is probably not relevant to its validity and effect.

From what you say it looks as if you have the benefit of the extra postcodes anyway and their attempt to remove them would be unenforceable without your agreement, but signing what is offered which includes them would make it stronger. However I would,of course, need to see the Agreement and any terms that might reserve permanent rights with the Franchisor over withdrawal of postcodes. I have drawn up many Franchise Agreements and also acted to challenge others so would be happy to help. PM or email me (below) if you wish me to provide a fixed fee quote to review and advise on next steps but it would significantly beat the quote you have.

 

[FIA]

Amendments to a contract after being signed by both parties are not valid and enforceable unless agreed to by all parties.

I take it that when you say the Agreement has not been signed and is overdue for signing by two years you mean the extension not the original one?

Depending on the terms of the original Agreement and the extent to which both parties have acted as if the new terms are enforceable the lack of signature is probably not relevant to its validity and effect.

From what you say it looks as if you have the benefit of the extra postcodes anyway and their attempt to remove them would be unenforceable without your agreement, but signing what is offered which includes them would make it stronger. However I would,of course, need to see the Agreement and any terms that might reserve permanent rights with the Franchisor over withdrawal of postcodes. I have drawn up many Franchise Agreements and also acted to challenge others so would be happy to help. PM or email me (below) if you wish me to provide a fixed fee quote to review and advise on next steps but it would significantly beat the quote you have.

 

[FIA]

Thanks for your reply - yes I meant the renewal of the agreement, not the original, is as yet unsigned, but I had wondered reading other posts on this forum that if both parties have carried on in the same fashion it wouldn’t necessarily matter that it wasn’t signed. Thanks for your offer to look over the agreement - we have a meeting to discuss amendments coming up, so may be in touch after that. Thanks for your help.