The standstill period under the Dutch Franchise Act
A gym signed a franchise agreement five days after the first introductory meeting. Eighteen months later, once the relationship had already ended, it annulled that agreement for breach of mandatory law. On 21 July 2026 the Court of Appeal in The Hague upheld the annulment: the statutory cooling-off period cannot be replaced by contract.
Franchisee signs five days after the first meeting
Studio Miran had run a gym in Capelle aan den IJssel since 2016. After the covid period and a fire in a neighbouring building at the end of 2021, its premises were temporarily unusable. In early January 2022 it arranged replacement space itself. During those same weeks it came into contact with Gohealth United, which operates a gym franchise formula.
The parties met for the first time on 20 January 2022. On 25 January they signed a letter of intent with a pre-contractual information document, the franchise agreement, an addendum and a loan of EUR 20,000. The addendum gave Studio Miran until 1 March 2022 to withdraw from the franchise altogether, and reduced the entry fee from EUR 20,000 to EUR 10,000 and the franchise fee from EUR 3,000 to EUR 1,000 per month.
The relationship ran until 1 July 2023. On 19 July 2023 Studio Miran annulled the franchise agreement out of court. The District Court of Rotterdam declared that annulment valid and referred the damages claim to separate assessment proceedings. The Court of Appeal upheld that judgment on every point.
A cooling-off period afterwards does not repair the standstill
The Dutch Franchise Act requires, in Section 7:914 DCC, at least four weeks between the provision of the pre-contractual information of Section 7:913 DCC and the conclusion of the agreement. Section 7:922 DCC prohibits departing from that period to the franchisee's detriment, and a breach makes the agreement voidable under Section 3:40(2) DCC. The rationale is deliberation: the candidate must be able to study the documents and take advice before signing, partly in performance of the duty to investigate under Section 7:915 DCC (Parliamentary Papers II 2019/20, 35392, no. 3, p. 34).
Gohealth argued that the standstill had been respected in an alternative form, since the addendum gave a full month to withdraw. The court rejects this at para. 6.3. The difference is material. Deliberation before signing leaves the candidate free; an exit option afterwards requires extracting oneself from an agreement already entered into. On that basis the detriment is established as well, at para. 6.4, regardless of whether the franchise turned out favourably.
Courts reject every substitute for the standstill
In the decisions analysed, no substitute has survived. The sub-district court in Noord-Holland rejected the argument that the period had been met because the agreement would only take effect months later: Section 7:914(1) DCC attaches to conclusion, not to the commencement date (ECLI:NL:RBNHO:2023:2636). The District Court of The Hague annulled along the same route (ECLI:NL:RBDHA:2023:16665), and the District Court of Noord-Nederland tied the period expressly to the duty to investigate (ECLI:NL:RBNNE:2024:548). This judgment adds the contractual exit arrangement to that list.
The period binds both parties. A franchisor who provides the information document together with an offer must honour that offer and cannot withdraw it at will during the standstill (ECLI:NL:RBMNE:2021:2840).
Transitional law and evidential difficulty limit the claim
Two things restrict the scope. The Dutch Franchise Act entered into force on 1 January 2021, and Section 7:914 DCC does not apply to an agreement concluded before that date, however short the run-up (ECLI:NL:RBOVE:2022:2385, para. 5.7). In addition, the franchisee must substantiate the breach while the documents sit with the franchisor. That is no licence for disclosure: a claim for production of the location study and the related correspondence failed for want of concrete substantiation, because it remained a bare assertion (ECLI:NL:RBROT:2025:11065, paras. 4.6 and 4.11). Anyone invoking the standstill would do well to record the timeline of information and signature from day one.
Waiting more than a year to annul is not an abuse of right
Gohealth's strongest defence was that Studio Miran waited too long: until 19 July 2023, more than a year after signing and after the business had already been sold. According to Gohealth that amounted to an abuse of right (Section 3:13 DCC), or at least was unacceptable by standards of reasonableness and fairness (Section 6:248(2) DCC).
The court begins by noting that judicial restraint is required, all the more so where mandatory law is concerned and the legislature has already struck the balance (Supreme Court, 7 October 2022, para. 3.2.1). The legislature deliberately chose a four-week standstill combined with a three-year limitation period. The explanatory memorandum does mention the franchisee's own responsibility to raise a breach within a reasonable time, but an abuse of right does not follow from that omission alone (para. 6.8). More than a year, within a three-year period, does not meet the threshold.
What is left after a franchise agreement is annulled?
Rarely a full refund. The franchisor's performance cannot be undone, so under Section 6:210(2) DCC compensation for its value takes the place of restitution. The starting point is that the amount paid reflects that value: entry fee and franchise fee are the customary components. Studio Miran therefore did not recover those, partly because it failed to substantiate that the performance had no value and because Gohealth had in fact reduced both fees considerably (para. 6.13). The mirror image shows how much turns on substantiation. A franchisee who had paid EUR 21,250 in entry fees for an outlet in Tangier recovered that sum in full. Reserving the contract territory was not a performance that could only awkwardly be undone. And the conditions for value compensation were not met: the franchisee had not been enriched by it and had not consented to it (ECLI:NL:RBMNE:2025:2969, paras. 3.6-3.8).
Where the franchisee did win was on the burden of pleading. For the EUR 12,100 paid for the member facility, Gohealth had to substantiate what value it had provided. It remained undisputed that members barely used it, that no subscription fees were collected for January 2022, and that the temporary location opened as early as mid-February (para. 6.17). For a franchisor the lesson is concrete: record per item what was delivered and what was taken up, because on annulment the burden of proof rests on the franchisor.
Frequently asked questions
How long is the standstill period in franchising?
At least four weeks between the provision of the pre-contractual information and the conclusion of the franchise agreement. During that period the franchisor may not amend the agreement to the franchisee's detriment, nor require investments or payments. The period is mandatory law for the benefit of the franchisee.
Can a franchise agreement still be annulled after years?
The limitation period for invoking annulment is three years. In this case the franchisee invoked it more than a year after signing, and after the relationship had ended. The court held that permissible: within the limitation period, the passage of time alone does not amount to an abuse of right.
Does a franchisee recover everything after annulment?
Usually not. The franchisor's performance cannot be undone, so compensation for its value replaces restitution. The starting point is that the entry fee and franchise fee reflect that value. Restitution remains for items whose value the franchisor cannot substantiate.
Court of Appeal of The Hague, 21 July 2026, ECLI:NL:GHDHA:2026:2308
Cited case law
Supreme Court
- ECLI:NL:HR:2022:1374 — restraint is required when assessing whether applying a statutory rule is unacceptable by standards of reasonableness and fairness, all the more so for a rule of mandatory law where the legislature has already struck the balance.
Courts of Appeal
- ECLI:NL:GHDHA:2026:2308 — a contractual cooling-off period afterwards does not replace the mandatory standstill of Section 7:914 DCC; the detriment lies in the removal of the deliberation period itself.
District Courts
- ECLI:NL:RBOVE:2022:2385 — the standstill of Section 7:914 DCC does not apply to a franchise agreement concluded before 1 January 2021.
- ECLI:NL:RBMNE:2021:2840 — a franchisor who makes an offer alongside the information document must honour it.
- ECLI:NL:RBMNE:2025:2969 — full restitution of the entry fee after annulment, because reserving the contract territory was not a performance that could only awkwardly be undone and the conditions for value compensation were not met.
- ECLI:NL:RBROT:2025:11065 — a claim for disclosure of documents to substantiate a standstill breach is refused where it remains a bare assertion.
- ECLI:NL:RBNHO:2023:2636 — the standstill attaches to the conclusion of the franchise agreement, not to the date on which it takes effect.
- ECLI:NL:RBDHA:2023:16665 — a breach of the standstill makes the franchise agreement voidable via Section 7:922 in conjunction with Section 3:40(2) DCC.
- ECLI:NL:RBNNE:2024:548 — the standstill is a period for deliberation enabling the franchisee to perform the duty to investigate under Section 7:915 DCC.
- ECLI:NL:RBROT:2024:4598 — the judgment upheld on appeal.