Update Commercial 2026: Franchise law

What franchisors need to consider in 2026

Although no “classic” landmark decision specifically concerning franchise law was handed down in 2025, the courts did provide important clarifications that are of considerable practical significance for franchise systems. New statutory and regulatory requirements, particularly in the area of digitalisation, also need to be taken into account. This update summarises the key developments relevant to franchise systems and highlights what franchisors should be paying attention to in 2026.

Excluding termination before the start of the fixed contract term – Federal Court of Justice

Franchise agreements are often entered into before a location is opened, for example, because construction work is still ongoing or official approvals are outstanding. In its judgement of 12  March 2025 – XII ZR 76/24 (in German), the Federal Court of Justice clarifies the conditions under which contracts can be terminated with notice during this preliminary or “waiting” phase.

Where the parties link the start of the fixed term to a future event, the key question is whether (i) the occurrence of that event is certain and only the timing is open or (ii) whether it is uncertain whether the event will occur at all.

Only in the first case is there a fixed-term contract from the outset, which cannot generally be terminated with due notice. If, on the other hand, it is unclear whether the event will occur at all, the provision constitutes a condition precedent. The franchise agreement can then generally be terminated with due notice until the condition is satisfied. Although it is possible to contractually exclude termination with due notice at this stage, this is subject to content review under the law on standard terms of business. In particular, the length of the lead-in period, the level of investment and the interests of both parties will be decisive.

Practical takeaway

Franchise agreements should deal expressly with the lead-in period and set out clearly whether, and for what period, termination with due notice is to be excluded. Blanket or excessively long exclusion clauses carry a significant risk of being unenforceable.

Digital learning offerings are generally subject to the German Distance Learning Protection Act

In its judgment of 12 June 2025 – III ZR 109/24 (in German), the Federal Court of Justice refined the requirements of the Distance Learning Protection Act (Fernunterrichtsschutzgesetz) for digital learning programs, with direct implications for franchise systems.

The Distance Learning Protection Act applies (i) to contracts between businesses (B2B) and (ii) to any paid provision of knowledge or skills, regardless of labels such as “training”, “coaching” or “mentoring” and (iii) even where online training is delivered live, provided the sessions are recorded and can be accessed later.

If the required approval from the State Central Office for Distance Learning (Zentralstelle für Fernunterricht – ZFU) is not obtained, the contract is void and the participants may reclaim the fees they have paid. Although the provider may be entitled to claim compensation, the hurdles are high: Among other things, the provider must be able to demonstrate specifically that the participant would otherwise have booked a comparable course elsewhere.

With regard to the requirement that “the instructor or a person appointed by the instructor must monitor the learner’s progress” (Section 1(1) No. 2 of the German Distance Learning Protection Act), the German Federal Court of Justice adhered to its established case law. According to this case law, monitoring of learning progress already exists if participants have the opportunity to ask questions about the material they have learned on a personal basis and to receive feedback. This may take place, for example, in online meetings, by email, or in group forums. A single opportunity for such personal learning supervision is sufficient to meet this requirement. It is irrelevant whether the learning supervision described in the program outline actually takes place or is actively used.

Practical takeaway

Franchisors that offer paid digital training (in particular coaching providers in the B2B space) should therefore review (if they have not already done so in light of the recent case law) whether their training concept falls within the scope of the Distance Learning Protection Act and, if so, apply for approval from the State Central Office for Distance Learning. Otherwise, they face significant repayment exposure. The National Regulatory Control Council (Nationaler Normenkontrollrat), an advisory body dedicated to reducing bureaucracy, is currently calling for the Distance Learning Protection Act to be repealed without replacement, but until that (hopefully) happens, the Act continues to apply in full.

Data Act – new rules on data access and data use

The Data Act (Regulation (EU) 2023/2854) has been fully in force since 12 September 2025. On 29 October 2025, the draft German Data Act Implementation Act (in German) (Data-Act-Durchführungsgesetz) was also introduced, which designates the Federal Network Agency (Bundesnetzagentur) as the competent national authority.

The Data Act is particularly relevant for franchise systems that use connected devices, POS systems or cloud services. It establishes clear rules on access to, use and sharing of data and, in the B2B context, introduces new standards for the admissibility of unilaterally imposed data clauses.

Practical takeaway

Franchisors should review whether provisions on data use and access in franchise, supply and cloud agreements comply with the new requirements and how information and access rights can be implemented in organisational terms.

Accessibility Improvement Act

The Accessibility Improvement Act (in German) particularly affects franchise systems that offer online shops or other digital services for consumers. Since 28 June 2025, online services falling within the scope of the Accessibility Improvement Act, in particular websites and apps, must as a rule be designed to be accessible.

Practical takeaway

Franchise systems that operate online services centrally or at the local level should check whether the Accessibility Improvement Act applies. If it does, technical and content-related adjustments should be implemented promptly to avoid fines and warning notices.

This article is part of the "Update Commercial 2026". All insights and the entire report as a PDF can be found here.