This page contains frequently asked questions on International Distribution Law. Click on a title to see our suggested answer and commentary.

Choosing the right distribution contract // Bait and switch

“What type of distribution contract should I sign? I want total control over the presentation of merchandise and want to make sure that the product isn't used for bait advertising.”

Clientele of the foreign franchisee

“My foreign franchisee is claiming a termination indemnity because, supposedly, it acquired ownership of the local clientele through its sales and marketing efforts. What should I make of such a claim?”

Conflicting clauses in commercial framework and implementation contracts

“What happens if the distribution contract contains a forum selection or choice of law clause, but the litigious sales contract does not? What happens if it's the other way around?”

Disclosure documents in international franchising

“Are we obligated to provide (directly, or through the intermediary of our master-franchisee) a disclosure document (or 'offering circular') to our foreign franchisees?”

International network development

“What is the legal structure best adapted to soliciting potential foreign distributors of my product? I would like to have the final word on the distributor chosen, but am interested in all the business contacts my representative can establish.”

Intra-network communication on parallel trade

“My distributor complains of parallel imports on its reserved territory. Keeping in mind that parallel trade is protected in the EU, how should I react?”

Jurisdiction and law applicable to international franchising

“If the franchisor is located in country A and the franchisee in country B, what is the applicable law? Which country's courts have jurisdiction?”

Limiting supply to combat parallel exports

“My distributors in country A export part of the contractual goods to country B where they are then resold more cheaply than by my distributors in country B. Couldn't I limit the quantities that I sell them in the first place, in order to thwart this export or to force them to concentrate on their assigned markets?”

Repair services

“How should I organize servicing if I don't want the foreign distributors to repair my pieces?”

Trademark rights, exhaustion and combatting parallel trade

“How can I prevent unauthorized third parties from selling my branded goods, especially when they undercut my network?”