The right of first refusal in franchise contracts

Abstract

One commonly does not look kindly on
the differentiated treatment between subjects, particularly when one confers advantages to some at
the detriment of others, as in these situations the
principle of isonomy is always placed at stake. However, in several cases, these advantages are imposed upon by the position occupied by one of the
parties in the relationship. The right of first refusal
is inserted into this context, which confers on one
of the subjects the faculty of preferring a third party
upon contracting. This preference may be legal or
contractual, it being that the latter option reveals
private option with greater strength, providing the
parties with greater freedom regarding stipulation
of the right to prefer. This is what happens in franchise contracts when the franchisor stipulates the
pre-emption cause to enable acquiring the franchisee´s establishment, in preference to a third party,
when its holder wishes to sell it. This article seeks to
demonstrate the importance of this stipulation in
the franchise system, thus allowing for the continuity, by the franchisor, in exploiting the brand and
the clientele conquered by the franchisee.