Must the franchise agreement and disclosure documents be in the local language?
Franchise & Licensing
There is no mandatory provision that requires the franchise agreement and the disclosure documents to be written or translated in local language. However, as referred above, in the event of contracts concluded with a foreign franchisor, for payments to be properly made or licensed, it is necessary to submit the copies of the underlying franchise agreements which in that case need to be written or translated in Portuguese language.
Section 55 of the Quebec Charter of the French Language requires that contracts of adhesion (eg, a franchise agreement) be written in French unless the express wish of the parties indicates otherwise (eg, the franchise agreement may be written in English if it includes a statement that the parties wish for the agreement to be drawn up in English only).
There are no other laws in Canada that require disclosure documents or franchise agreements to be in either French or English. Practically speaking, the disclosure document and franchise agreement will need to be in a language that all of the relevant parties understand. For example, if a party is unable to understand the contents of the franchise agreement, then the agreement may not be enforceable against them, as there has not been a ‘meeting of the minds’ (ie, mutual agreement on the terms of the contract).
No, however, a Spanish-written franchise agreement and disclosure documents would avoid and prevent from a future defense by franchisee on lack of understanding based on the language of the franchise agreement and ancillary documents.
The parties may agree in what language the agreement shall be made, and it may be in any language that both the franchisee and franchisor understand. If the agreement is drafted in multiple languages, it is advisable to agree on which language shall take precedence in case of a conflict. As mentioned, there is no legislation regarding disclosure before entering into a franchise in Denmark.
Azerbaijani legislation does not have such a mandatory requirement. The parties may choose any language for the contract language. However, for the purposes described in questions 3 and 16 hereof, having Azerbaijani translation is a must.
Neither the franchisee agreement nor the disclosure documents must be in the local language, as it may be drafted in either local language or foreign language or in bilingual form. However, it should be noted that if any action has been raised before the Egyptian Courts, the latter will require a formal translation of the used foreign language.
No. However, it is advisable to translate the document to French to support the evidence that the franchisee was provided with sufficient information before signing the agreement. In the event of litigation, the Commercial Court and Court of Appeal now have an international section where they allow documents and pleading in English.
There are no legal requirements to draft the franchise agreement or the disclosure documents in Greek, as long as the language in which these documents are drafted is comprehended by both parties. However, a translation of the franchise agreement in Greek will be required if the latter is registered with a competent Greek authority (IP, tax etc.) or produced before the Greek Courts.
Pursuant to the IPL and its Regulations, neither the disclosure document nor the franchise agreement is obliged to be in any particular language. However, it is important to mention that the summarized version of a franchise agreement to be used for registration purposes must be in Spanish language in order to be able to be recorded with the IMPI. If the franchise agreement was executed in another language, a certified translation into Spanish must be prepared by an official court-approved translator.
If the disclosure document is delivered in a language different from Spanish, it is recommended that the franchisee signs an acknowledgment that it understands such language and that it has understood the information contained in such document.
According to Article 19 of the Consumer Protection Law No. 659/2005, the agreement must be drawn in simple and straightforward terms and in the Arabic language; however, the agreement may be drafted in a foreign language where parties so agree.
It is important to note here that if the agreement was drafted in a foreign language it must be translated by a sworn translator for registration purposes since the Lebanese authorities only accept Arabic documents.
The franchise agreement can be executed in a different language, and the disclosure information provided to the franchisee can also be different from Chinese (if the franchisee agrees so), however, the Chinese translation version of the filing documents (including franchise agreement) submitted with the Commerce Administration Authorities must be provided.
Not necessarily, parties are free to choose the language of the agreement and complementary documents.
There are no provisions specifically requiring franchise agreements and disclosure documents to be in any language. Business contracts are generally written in English as it is one of the Philippines’ official languages.
Philippine law requires that any written contract be in a language understood by the parties. Should a party allege not understanding the language indicated, and such party was likewise mistaken as to the contract’s terms or was defrauded into entering the same, the person enforcing the contract must show that the terms have been fully explained to the former. Otherwise, the agreement may be susceptible to annulment.
Yes – they should be written in English.
The franchise agreement as well as disclosure documents (if any) should be in Russian (or translated into Russian, at least). Rospatent will not accept any documents if they are filed for registration without the Russian translation.
In practice, bilingual versions are usually used in cross-border franchise deals. Sometimes, franchise agreements and disclosure documents are produced in a foreign language (e.g. English) and accompanied with a certified Russian translation.
There are no local language requirements for franchise agreements or other documents related thereto. Please note however that if a foreign language is relevant, English language documents should be preferred from a practical point of view.
The Federal Trade Commission (the “FTC”) Franchise Rule (the “FTC Rule”) requires that Franchise Disclosure Documents (each, an “FDD”) (which FDD incorporates franchise and other ancillary agreements) be written in “plain English.” Under the FTC Rule, plain English is defined as a manner easily understandable by a person unfamiliar with the franchise business, incorporating short sentences; definite, concrete, everyday language; active voice; and, tabular presentation of information, where possible. It avoids legal jargon, highly technical business terms, and multiple negatives. Regardless of a statutory mandate to draft the FDD and franchise agreement in English, the foreign franchisor should keep in mind that a number of states require the FDD to be filed with, and approved by, the state prior to use; and those states would, of course, refuse to accept an FDD written in a foreign language.
The only formal language requirement is contained in Article 3 of the Ministerial Regulation No 204 of 2 September 2005. According to said regulation, which applies to international franchise agreements, the Franchisor, upon request by the prospective franchisee, must provide the information concerning the agreement and the related annex in Italian language.
There is no statutory requirement that the franchise agreement has to be in English (and, as discussed above, no requirement in the UK to issue a pre-contractual disclosure document), but it seems obvious that a franchisor should ensure that the contractual documents and disclosure document (if any) are issued in a language that the franchisee understands and is competent in.
The BFA Code further requires that the franchise agreement must be translated into the official language of the country of the franchisee. Of course, this is only relevant for members.