The PID: more than just a pile of paper

The Pre-Contractual Information Document

Anyone welcoming a new franchisee naturally wants that entrepreneur to start the partnership well-informed and with realistic expectations. The Franchise Act obliges the franchisor to provide important information to the prospective franchisee before the franchise agreement is concluded. This information is compiled in the Pre-Contractual Information Document (the ‘PID’).

What information does the PID contain?

In accordance with Article 7:913 of the Dutch Civil Code, the PID must in any event contain: the draft franchise agreement with annexes; information on fees and investments; the franchisor’s financial situation; where available and relevant, financial data on the proposed location; information on the consultation structure; and the manner in which the franchisee may request turnover-related data.

In addition, an open standard applies: the franchisor must also provide all other information which they know or can reasonably suspect to be of importance for the conclusion of the franchise agreement.

Standstill period

The franchisor must provide the PID at least four weeks before the franchise agreement is concluded. During that period, the franchise agreement or any related agreement may not be signed, and, in principle, the franchise agreement may not be amended to the detriment of the franchisee. Nor may the franchisor demand any payments or investments relating to the franchise agreement to be concluded. We will discuss the standstill period in greater detail in a later article.

Case law is strict

The fact that a flawed PID can indeed lead to disputes is evident, amongst other things, from a recent interim ruling by The Hague District Court.¹  In this case, the franchisor had entered into a franchise agreement with the franchisee for the operation of a fast-food restaurant. The franchisor had identified the premises which the franchisee could rent from a third party, and the franchisee had undergone training with the franchisor.

The franchisee then opened a fast-food restaurant on the premises under a different concept which, according to the franchisor, bore a striking resemblance to the franchisor’s formula. The franchisor claimed, amongst other things, specific performance of the franchise agreement. The franchisee defended herself by arguing that she had rescinded the franchise agreement because, in her view, the pre-contractual duty to provide information had not been fulfilled. The franchisor took the view that this obligation had indeed been met because the franchisee had signed the agreement and the annexes were attached to it. The franchisee was alleged to have used these annexes in her restaurant, as she was applying the same menu structure and preparation methods there.

The judge hearing the application for interim relief ultimately ruled that it had not been established that the franchisor had complied with the duty to provide information, nor that the standstill period had been observed. For example, the franchisor had not produced any emails showing that the information had been provided. The franchisor further argued that the application for annulment was contrary to the principles of reasonableness and fairness because the franchisee had set up a fast-food restaurant using a similar business model. That argument was unsuccessful. The pre-contractual duty to provide information serves to protect the franchisee. A high threshold applies to the removal of that protection: the reliance on statutory protection must be ‘unacceptable’. There was no question of such unacceptability in this case.

Any questions?

The question for the franchisor is therefore not only whether the PID complies with Article 7:913 of the Dutch Civil Code, but also whether they can demonstrate when and how they provided the PID, and whether the PID actually gives the prospective franchisee an accurate picture of the business model. You should therefore record the date on which the PID was sent and which documents were attached to it: in this way, the franchisor can prevent a PID that is, in itself, carefully prepared from subsequently leading to the annulment of the franchise agreement.

Are you unsure whether your PID meets the (legal) requirements? We would be happy to advise you.

¹ The Hague District Court, 7 July 2026, ECLI:RBDHA:2026:20264.