Sunday, April 18, 2010

Franchise Agreement And Franchise Legalities In India

Today, India is one of the biggest emerging markets for various goods and services, ranging from bare necessities to expensive luxuries. Until 1991 due to the archaic Foreign Exchange Regulation Act, 1973 (FERA), almost all sectors of goods and services relating to the consumer markets in India were secure from the grasp of foreign investors. After the repeal of FERA and the coming into force of the Foreign Exchange Management Act, 1999 (FEMA), foreign investors found their passage into India with rules for entry becoming far more favourable. Today, a convenient medium of entry by foreign companies into the Indian market is the franchising model. Franchising also exists as a successful business module for local companies in India within various sectors.

The United States of America stands at the forefront of the franchise boom. Today, the legal environment in the United States is highly conducive to the healthy growth and evolution of franchising. With more than 50% of total retail businesses in the United States, 45% in Canada and 26% in Australia choosing a franchise model for expansion the impact of franchising on retail industries across the globe is considerable. To foster the rapid and sustained growth that this channel brings it is critical that laws to regulate the franchising business exist.

However, there are no laws enacted solely for the purpose of regulating the growing business of franchising in India, even though many nations across the world have enacted such laws. The result is that when franchisors enter India they are governed by a number of different statutes and codes rather than a single comprehensive enactment.

Franchise Laws across the Globe

There are many countries which have developed comprehensive legislation to cover franchising in their respective dominions. At the federal level in the United States, the Federal Trade Commission ’s Rules on Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures (1979) regulate the information a franchisor is required to supply the prospective franchisee in order to enable the franchisee to make an informed decision on the prospects of venturing into the business. The North American Security Administration Association (NASSA) has adopted a Uniform Franchise Offering Circular (UFOC) which delineates the information required to be disclosed to a prospective franchisee. Disclosure requirements under franchising are well-defined in the USA.

In 2000, the Ontario Legislature in Canada adopted the Arthur Wishart Act which deals comprehensively with disclosure requirements as well as important aspects of the franchisee-franchisor relationship such as fair dealing by each party to a franchise agreement as regards its performance and enforcement, and the right of action for damages for breach of the duty of fair dealing.

In the United Kingdom, there exists no operative franchise-related legislation. However different aspects are governed by norms laid down by the British Franchise Association (BFA), the regulatory body of the franchise industry in the United Kingdom. These include a code of ethical conduct, disciplinary procedure, complaints procedure and appeals procedure.

The Australian government has adopted a mandatory code of conduct and has also modified the Trade Practice Act 1974 to provide for franchising. The new code imposes comprehensive disclosure requirements and provides for mandatory mediation of franchising disputes and minimum standards for franchise agreements including, inter alia, a cooling period, refrain from seeking from a franchisee a general release liability, disclosing material facts and refrain from unreasonably withholding consent to transfer of the business.

In April 2002, the Japan Fair Trade Commission (JFTC), the competition authority of Japan, published new guidelines on franchising. These guidelines contain three parts - a general description of franchising, provisions for the disclosure of necessary information (such as details of the assistance to be offered to franchisees, the nature, amount and conditions of repayment, if any, of the fee to be paid at the time of entering into a franchise agreement, etc.) at the time of the offer of a franchise and a part on vertical restraints between a franchisor and its franchisees. Under the guidelines, the failure to provide necessary information shall constitute deceptive customer inducement, which is considered an unfair trade practice.

On 31 December 2004 the Ministry of Commerce of the People’s Republic of China promulgated the Measures for the Regulation of Commercial Franchises which became the sole legal framework for franchising in China. The measures became operative on 1 February 2005 and provide detailed regulations for franchising, comprising of 42 articles over nine chapters covering a wide span of areas from the franchise agreement to disclosure requirements, special rules for foreign invested enterprises and legal liabilities.

Need for a Franchise Law in India

A healthy legal environment is of great importance for franchising and should include provisions pertaining to all areas that fall within the ambit of franchising. This includes, inter alia, commercial law relating to contracts and joint ventures and intellectual property law for protection of trade marks and know-how. Franchise arrangements are subject to an array of laws and regulations in addition to those regulating commercial contracts and intellectual property rights. There are no specific laws governing franchising in India. As a result a draft franchise agreement may be governed by different laws.

Primarily a franchise agreement is a contract between the franchisor and the franchisee. The first law which comes into the picture is the Contract Act 1872 which governs contracts in India. A franchise agreement will be governed by the Indian Contract Act, 1872 and the Specific Relief Act, 1963 which provides for both specific enforcement of covenants in a contract and remedies in the form of damages for breach of contract. If a party to the franchise agreement commits a breach of contract, the aggrieved party has the option to initiate a suit for specific performance in Indian courts and apply for relief in the form of a temporary or permanent injunction, which may be granted at the discretion of the court considering the balance of convenience and the interests of justice. An order granting or rejecting an injunction may be appealed by an aggrieved party.

Laws relating to taxation, property laws, insurance law and labour laws also apply to franchise transactions. Additionally, laws and regulations applying to specific sectors of goods and services will also apply depending on the franchised.

The following are the reasons why a comprehensive franchise law is required in India:

Application of Multiple Legislation

A well-defined legal structure is indispensable for the effective functioning of any business operation. The international business environment demands a well-defined suitable legislation that is complete in all respects. The lack of a comprehensive legislation on franchising in India leads to the applicability of multiple laws to a franchise transaction.

This poses the following problems:

Complexities: Parties to a contract normally prefer agreements with a simple approach and encompassing all the required law procedures and rules required to be complied with. However the application of different laws to one agreement makes it complex to decide various issues arising from the agreement.

Ambiguities: Due to the necessary application of multiple legislation, ambiguities are created as to certain issues. For example, a franchisor would imagine that a certain issue is the franchisee’s responsibility under one law, whereas the franchisee would think the opposite based on a different law.

Time-Consuming: Referring to multiple laws consumes a lot of time at the initial stages of a transaction as well as other points of time when the agreement is sought to be enforced. This proves to be detrimental to the smooth functioning of franchising operations in India and also makes time-bound operations involving new enterprises difficult.

Absence of Disclosure Requirements
Countries with specific franchising legislation make it imperative for parties to a franchise agreement to disclose certain factual information pertaining to the business of the parties. This ensures transparency and facilitates an informed decision. A franchisor should be required, by law, to make certain disclosure to the prospective franchisee wherein he is supposed to reveal detailed information regarding himself, his litigation and bankruptcy history, his financial position, the facilities he offers etc. In India, in the absence of effective disclosure norms, a prospective franchisee is rendered helpless as the franchisor is under no statutory obligations to make disclosures.

In the absence of a specific statute governing the franchise agreement, the franchisor refrains from providing any information that is likely to prejudice or make a franchisee reconsider the business proposition of the franchisor. The lack of proper disclosure requirements provides a golden opportunity to a franchisor to abuse his position of importance as he is virtually under no statutory obligation to make the requisite disclosure.

Applicability of Laws of other Countries
Normally, the absence of franchise laws enables foreign franchisors to make the laws of their own country applicable to the agreements entered into with the franchisees in India. The same is the case with franchisors who enter into franchising agreements with franchisees from other countries. This proves to be an additional burden on the parties, particularly the franchisee.

Lack of Proper Format for Franchising Agreements
Due to lack of a specific format, franchisors from other countries draft agreements which are in the same format as is approved or followed in their countries. Such agreements are made to suit the specific environment of their respective countries and hence are not suitable for Indian environment.

Liability of Parties Uncertain
Due to the lack of specific legislation, the liability of either party is either determined by the agreements entered into between them or on the basis of general prevailing law. The liability clause is different in different countries, and this leads to a great discrepancy among the courts which try such disputes on liabilities.


The Central Government is currently considering a franchise law aimed at fast resolution of disputes; the proposal is expected to be placed before a sub-committee of the National Development Council. The aforesaid problems surrounding franchising in India necessitate the enactment of a specific legislation pertaining to franchising in India and providing for the gamut of activities that franchising encompasses. A special franchise law would greatly accelerate dispute resolutions and fortify the Indian retail industry.

Source:Franchising Association Of India.FAI,

Saturday, April 17, 2010

Virtuosity Education Franchise Offers Skills Enhancement Franchise

Virtuosity is a complete knowledge management, education and training company, pioneering Technology-aided, Global Learning Solutions in the Indian Academia, ushering in a new era of globally contemporary, boundary less, anytime anywhere learning opportunities for learners across the country.

Virtuosity offers suitable skills enhancement and measurement solutions for all job functions in IT, ITES & BFSI sectors, totaling to about 74% of hiring in the country.

Virtuosity has four baskets of portfolios: Manus, Technicus, Librus & Expertus.

Manus offers Business & Management Skills Franchise and therefore focuses on working with MBA Schools. Manus enables the institution and students with a library of 2800 Courses, 13 Business Certifications with Online Mentoring, Business Pro Books Collection,

130+ Skill Sims and 12 exclusive Knowledge Centers. We also offer the MBA schools as exclusive Leadership Development Channel with 1000+ Video lectures by world’s best Business Guru’s, CEO’s & Management Author on varied topics and expertise. Once a month we also have a Live Connect event with one such personality. The idea is to give our students here global exposure and an opportunity for them to interact with Industry leaders.

Technicus offers Information Technology Skills and therefore focuses on working with Engineering Institutions, and other Arts & Science colleges with IT Aspirants.
Under Technicus we have 2500 Courses, 122 IT Certifications with Test Preps and Online Mentoring, 10 exclusive Knowledge Centers with Practice Labs and Project Centers. Our solutions ensure acquisition of practical skills happen through the course of learning, therefore making the learner professionally skilled.

Librus is a digital library solution with more than 30,000 titles in 15 Collections from 100+ of the world’s most renowned publishers and authors. With rising infrastructure costs, and the explosion of resources available to the students, Librus offers a cost effective and efficient Library solution. What’s more, the Library follows the students wherever they go.

Expertus offers more than 300+ domain specific Technical Skills Assessments and also 200+ Job specific Aptitude and Psychometric tests. Our tests use a Human Intelligence Database for Adaptive Testing and produce highly detailed and accurate graphical reporting of one’s skill levels. Thus these tests enable the institution’s to assess their graduates ‘employability’ using tests that are industry benchmarked.

Tags:Education Franchise,Test Preparation Franchise,

Reliance Industries Ltd Invests In Franchise Driven Deccan 360

Reliance Industries Ltd (RIL) on Friday announced that the company would be investing an undisclosed amount in Capt. G.R. Gopinath-led Deccan 360.

This investment is being made a wholly owned subsidiary of RIL. However, Capt. Gopinath, refused to divulge details of the shareholding pattern of the entity and the capital expenditure, while addressing a press conference here.

Service providers

This investment would help Deccan 360 increase the air and surface network coverage across the country and introduce world-class services and systems to express end-to-end supply chain logistics space in business-to-business and the retail sector, said Capt. Gopinath. Deccan 360 has appointed national service providers on a franchisee model and has already set up over 80 service centres and eight surface hubs to service the operations. It has now deployed eight freighter aircrafts, covering 15 airports, with a fleet of over 300 trucks and 850 vehicles nationwide. It has a capacity of more than 300 tonnes per night by air, with over 60 warehousing hubs, delivering overnight services to 50 cities, all driven by 60 plus nationwide franchisee.

Deccan 360 has integrated a multi-modal capability ensuring clock-work precision in its operations and offers a never before reach, according to Capt. Gopinath, founder of the company Commenting on the initiative, RIL Chairman and Managing Director Mukesh D. Ambani said “we believe that our collaboration with Deccan 360 will see a transformation in the logistics domain in India. I have full faith in Capt. Gopinath and his team to make this a big success. We are sure that this initiative will propel the customer experience to the next level in the logistics domain.”

On the occasion, Capt. Gopinath, Chairman and Managing Director, said, “Deccan 360's strategic partnership with Reliance will enable us to realize our dream faster — a dream of creating world class logistics reach to every nook and corner of India. Our air and surface network would open up backward reaches of India and integrate these with the Metros. We all know that supply chain is the lifeblood of a country's economy.”

Tags:RIL,Deccan 360,Logistics Franchise,Courier Franchise,cargo franchise,service franchise,

Friday, April 16, 2010

Golds Gym Signs The Biggest Master Franchise Agreement With AAHG

Al Ahli Holding Group (UAE) and Gold’s Gym International Sign Landmark International Development Deal
April 16, 2010


UAE national company signs master franchise agreement to open 26 gyms in major Arabian Peninsula markets; further expansion includes potential for additional 62 gyms.

Al Ahli Holding Group (AAHG), the holding arm of the leading multi-disciplined organization based in the United Arab Emirates with principal offices in Abu Dhabi, Dubai and Fujairah (UAE), and Gold’s Gym International, the world’s leading authority on health and fitness, announced today the signing of an aggressive master franchise agreement. And the largest of its kind ever inked by the fitness giant. A landmark moment for both companies, the development deal is potentially worth hundreds of millions of dollars, making the largest franchise agreement Gold’s Gym has signed in its storied 45 year history.

“We are importing world-class fitness into the Pan-Arabian region, the likes of which have yet to be experienced by this part of the world with experiences and amenities that have never been seen before in the art of fitness” said Mohamed Khammas, CEO of Al Ahli Holding Group. “AAHG shares the same commitment Gold’s Gym International has in helping individuals reach their potential by leading healthier, fitter lifestyles under the specialized leadership and camaraderie of the Gold’s experience. There is no other fitness brand we would rather partner with to expand the fitness options available in our part of the world than with the undisputed global leader in fitness, Gold’s Gym.”

Calling for an initial 26 gyms to be built in the UAE, Oman, Qatar and Bahrain, the agreement provides AAHG with the opportunity to expand the Gold’s Gym footprint with an additional 62 gyms in key areas spanning from South Africa to Morocco and from Cyprus to Jordan and beyond bringing their total to over 88 facilities. These key markets include 13 countries in all, making AAHG the largest potential Gold’s Gym master franchisee in the world.

The initial schedule is to develop within the UAE, with a heavy emphasis on the capital, Abu Dhabi, then to proceed onto other Emirates.

AAHG is planning enhanced facilities that range from condensed corporate clubs to full wet-clubs with swimming pools, hydro-therapy, sauna, steam and more that reflect the continuing commitment of Gold’s to expand its global presence in every region of the globe.

AAHG is one of sixteen multi-territorial Master Licensee’s and the largest in the Gold’s global family. AAHG has struck direct deals with the top equipment suppliers that will showcase never before seen fitness equipment that will transform the art of fitness into the future.

“Gold’s Gym seeks out proven operators and AAHG is an extraordinary organization in this regard. AAHG did a remarkable job with their due diligence, looking into all aspects of the business and its viability on the Arabian Peninsula. We are proud to be working with them to grow the Gold’s Gym brand,” said Joel Tallman, Senior Vice President of Franchising & Global Operations for Gold’s Gym International. “This is another indication of the trust that investors and our members have in Gold’s Gym to deliver the best fitness experience in the world.”

The agreement with AHHG marks a momentous occasion in the growth of Gold’s Gym from a single fitness facility in Venice Beach, California more than 45 years ago to an international brand with more than 700 locations across the globe. AAHG is introducing the famed brand’s tradition of commitment, passion and dedication for health, fitness and rehabilitation to a new audience in this important and growing region of the world.

Reinforcing Gold’s Gym’s position as the preferred investment for gym owners and operators around the world, the deal struck with AAHG is the third major Gold’s Gym master franchise agreement signed overseas in the past 12 months. In 2009, Gold’s Gym signed a 20-year contract extension with the master franchisee covering the India, Nepal, Bangladesh, Sri Lanka and the Maldives markets, and signed a separate agreement to open 26 new gyms in the Republic of the Philippines. Additionally, Gold’s Gym has taken several steps to begin growing its brand in China, where the company sees significant opportunity for extensive expansion in the years ahead. With hundreds of gyms currently outside the United States, Gold’s Gym projects its international gym count to equal or surpass the brand’s US presence within the next two years.

McDonalds Of Fitness, Curves Fitness Franchise Signs Master License For India.

Curves, one of the largest fitness centre franchise, announced that its master license for India, CFW International Inc (Curves India) signed a Memorandum of Understanding (MoU) with Hyderabad-based supermarket Q-Mart Retail Ventures.

“We want to bring our proven program of health and fitness to Indian women,” said David Ramadan, CEO, Curves India. "Now that Curves is the 'McDonald’s of fitness' in the USA and the world, with one Curves location for every three McDonalds, we want to bring 'the McDonalds of fitness' to India with over 200 locations in the next three years," he added.

Having begun franchising in 1995, Curves targeted 50 franchise locations at the end of the year and reached 1,000 locations within 36 months and nearly 10,000 locations in just 10 years.

Further, Q-Mart announced for the development of 15 Curves for women franchisees in Hyderabad.

Further Tags:Women Gyms,new franchise,women franchise, gym franchise,

Wednesday, April 14, 2010

Caressaa Day Spa Looks at Franchising Across India

Caressaa Day Spa to launch its first outlet in Juhu, Mumbai
Plans to expand through franchise model in India

Caressaa Day Spa, a spa centre with six treatment rooms and one couple room will be launched in Juhu, Mumbai on April 15, 2010. The brand aims to expand its footprints across various cities of India through franchise model and is currently in talks with few potential franchisees. It is also open to tie up with five-star properties in India and to provide its spa services through management or franchise mode.

Talking exclusively with Hospitality Biz, Rekha Chaudhari, Co-Founder, Caressaa Day Spa said, “With increasing stress levels in today’s life, spa treatments are becoming a necessity more than a luxury. With rise in the annual disposable income among individuals coupled with the growing level of health awareness has created strong opportunities for spa treatments in India. We at Caressaa are planning to tap the ever growing spa industry by opening our first treatment centre in Juhu, Mumbai which is considered to be one of the high-end areas of the city.”

Caressaa is looking at franchising the brand across India, an alternative to build ‘chain stores’ to build the brand and avoid investment and liability over a chain. However, the brand has set certain quality and standards for the franchisee to sustain service standards across the board. Chaudhari said, “Once our Mumbai centre starts its operations, we will start accepting franchisee applications. However, we will be very selective in giving and approving franchise as per the service standards. We are currently in talks with few five-star properties in India for Caressaa Spa brand, but can only disclose the details once the deal gets finalised.”

The treatment centre will offer France-based Silicium+ products along with Dermalife Capsule for multi sensory spa experience. Caressaa will also include Kerastase Hair Station for hair treatments and hair packs.

Wednesday, April 14, 2010, 10:00 Hrs [IST]
By Hospitality Biz India| Anita Jain | Mumbai

Just Dial To Spread Across The Globe Eyeing International Franchise

The owner of an all-India virtual directory service plans to expand to every major English-speaking country in two years

In March this year, a Tamilian from Kolkata, who claims he grew up in an India that was “anti-capitalist and anti-growth”, expanded his Rs 500 crore-plus search engine business, Just Dial, to the world’s capitalist heartland, the US.

He’s not planning to merely leverage low-cost India to maximise revenues from a standard offshore back-office model. For now, Just Dial’s US operations will be handled out of India, where the company employs about 4,000 people. “We soon plan to hire up to 1,000 people in the US, mostly in under-employed, rural areas,” says 42 year-old Venkatachalam Sthanu Subra Mani.

The days to come will see Just Dial expanding to Canada, UK, Australia, New Zealand, Singapore and Hong Kong to fulfil Mani’s target of being present in all major English-speaking countries in the next two years. The company also intends to leverage the brand and know-how for an international franchise.

Fourteen-year-old Just Dial is a directory service that provides information on basically any entity that has a telephone existence — restaurants, plumbing services, shopping malls, colleges and so on.

In India, Just Dial receives over 240,000 calls everyday and hosts over 200,000 visitors to its website. It caters to over 2 million users across 240 cities in the country. Its revenue model involves a nominal fee to those who list but is free to consumers.

Users need to dial a helpline number and explain to an operator what service they are looking for (this service is free in the US but customers in India need to pay for outgoing calls). Text and email alerts are then sent to users listing the four best options.

In some cases, the Just Dial executive patches through an instant call between the user and the service provider. Although this service is common to both the US and India markets, the US features have been tweaked. Americans can avail of unlimited free call connect to businesses and instant search on movies and events anywhere in America.

“The American service also has a facility that allows establishments to bid and compete with each other to offer the user the best deal. This is our way of ensuring that the customer is king,” says Mani.

Unlike in India, the US already has multiple ways of accessing business listings. So why is he entering such a competitive market? “The market in the US is more evolved and mature. In India, you may need a large sales force on the ground to get local businesses and services providers to sign up and get listed. In developed economies it is easier to accomplish this because there are middle-level players who act as aggregators,” he says.

He has also drawn up new services such as Just Dial Genie, a personal assistant that will enable consumers round-the-clock service for a monthly or annual fee. Genie will allow instant call connect to any business establishment, reminder services and the like.

The company is currently fighting a case in the Delhi High Court against Infomedia 18 Ltd, which allegedly copied and hosted Just Dial’s database, its single biggest asset. The high court has put an injunction against the site, but with the final verdict awaited, neither Mani nor his team want to comment on this dispute.

When Mani started his career in Delhi as a salesman with city-based United Database — a business directory service — he would watch people leafing through heavy books and lots of fine print to get at that one small but important piece of information. Why not offer a similar service on the phone, he thought.

“In 1994, a telephone connection costed Rs 15,000 so I could afford only three lines. I waited for a year to start the company, dreaming of numbers and millions of people using my service,” Mani recalls.

In 1996, he heard that the Kandivali Exchange in Mumbai was coming out with its 888 series. “I presented my business plan to the general manager, he liked it and the dream number of 888-8888 was mine.”

The business, which has now attracted venture capital from Hong Kong’s SAIF Partners, US-based Tiger Global and Sequoia Capital, started with borrowed furniture, rented computers and a small office where employees had to play musical chairs.

Today, Just Dial’s headquarters in Mumbai measures 20,000 square feet, and the company owns 1,25,000 square feet across India. How did he grow so quickly? By following this business philosophy: “Stay put, never give up and maintain fiscal discipline”.

Considering his early ventures involved selling a wrist watch to a relative for Rs 10 and organising a movie show with a colour television and a rented video (there were more people than tickets), Mani’s certainly proved his self-made entrepreneurial adage right.

Source:Business Standard,Pravda Godbole / Pune April 14, 2010, 0:16 IST