Legal Q&A · Commercial Contracts

Can the franchisor change the operating manual unilaterally?

Law as at 11 August 2026

Short answer

Generally yes, and appropriately so: the manual is a living document that maintains network standards. The right is not unlimited, however. Changes are restricted to what the parties agreed, and a change to the substance of the obligation or the agreed price cannot be imposed by referring to the manual. The key questions are whether the agreement allows time for implementation and who bears the resulting investment costs.

Why the franchisor reserves this right

The manual explains how the outlet operates, from product range and appearance to customer service and suppliers. It carries the know-how the franchisee is buying. If every amendment required each franchisee’s signature, the network could not respond to the market: every range change would require signatures across all outlets.

Network agreements therefore usually make the manual a binding, confidential schedule provided electronically and allow the franchisor to update it. In practice, this is often accompanied by checks, including unannounced site visits and mystery shopping assessments.

The limits of the right

A right to change the manual is not a blank cheque. It derives from the agreement and applies only within the agreed scope. We ask three questions when assessing a particular change:

What is changing? Adjusting service procedures or a leaflet design differs from unilaterally expanding the mandatory range, changing a supplier in a way that affects margins or introducing a new payment. A change that is substantively about price or the agreement’s subject matter cannot be imposed as a ‘manual update’.

Was time allowed? A change requiring refurbishment or new equipment needs a reasonable implementation period. A good agreement specifies it directly.

Who pays? This is often the most expensive unanswered question. If the agreement is silent, investment resulting from a manual change is generally borne by the franchisee, who discovers this only when the change arrives.

What the franchisee can do

Before signing, negotiate a cap on resulting investments, an implementation period or at least consultation for changes above a certain scale. After signing, the remaining argument is that the particular change amends the agreement rather than merely updates the manual. That argument is harder, although not hopeless.

Remember that breaches of the manual also have consequences. Repeated failure to meet standards is often listed as a material breach allowing the franchisor to withdraw. This is therefore more than a formality.

How we can help

For franchisees, we review both the agreement and manual, identify unusually broad change rights and explain what can still be negotiated. For franchisors, we draft an enforceable change mechanism that does not deter partners as part of franchise documentation. For an individual document, see contract review.

This answer provides general information on the law as at 11 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. How can I validly withdraw from an agreement? You may withdraw only if the law or the agreement permits it, rather than simply because you wish to. Under civil law, the agreement is generally cancelled from the outset; under commercial law, it terminates when the withdrawal notice is delivered, with the effects prescribed by Section 351 of the Commercial Code. In commercial relationships, the right depends on whether the breach is material, allowing immediate withdrawal, or non-material, requiring an additional period for performance to expire unused. Withdrawal must be notified without undue delay.
  2. What documents do I sign when buying a franchise? Almost never just one document. Alongside the franchise agreement, you sign acknowledgment of the operating manual, a lease or sublease of the premises and security documents, most commonly a blank promissory note with a completion agreement, personally guaranteed by a member of the franchisee company. Sometimes documents for a joint company with the franchisor are added. The package can only be assessed as a whole because the documents refer to one another.
  3. What is an agreement to enter into a future agreement, and how binding is it? The parties undertake in writing to enter into a specified future agreement by an agreed date and must agree its essential terms. If one party does not conclude it, the other may, within one year, ask the court to substitute that party's expression of intent, and may also seek damages. The obligation ends if circumstances change substantially.
  4. Which law governs a franchise agreement between a Czech and a Slovak company? If the parties do not choose the law, the franchise agreement is governed by the law of the franchisee's habitual residence: the party taking and operating the franchise, rather than the brand owner's country. This follows from the Rome I Regulation's specific franchise rule. We therefore recommend an express choice of law; otherwise, a Slovak franchisor may discover that its Czech network operates under Czech law.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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