A recent ruling by the Montpellier Court of Appeal dated February 26, 2026, forcefully underscores the importance of strict adherence to formal requirements—particularly in the contractual documentation provided to the consumer—to protect the franchisor against breaches by its franchisees. The theory of appearance cannot prevail in the face of rigorous and unambiguous formalities regarding the identity of the contracting party (franchisee).
In this case, private individuals, Mr. and Mrs. X, had entrusted the moving and storage of their furniture to the company Grand Est Déménagement (GED).
After paying part of the amounts due for these services, the clients faced the company’s cessation of business and unsuccessfully demanded that it deliver their furniture.
In this context, Mr. and Mrs. X sued the franchisee as well as the company Européenne de Location Industrielle et de Franchise (ELIF), the network head operating under the “Les déménageurs bretons” brand, before the Judicial Court of Montpellier.
The plaintiffs sought an order, subject to a penalty, for the delivery of their furniture and claimed compensation.
The trial court judges had initially granted these requests by holding the franchisor solely liable, as the franchisee company had been struck from the Commercial and Companies Register during the proceedings following its judicial liquidation. ELIF then appealed this judgment.
The apparent mandate thwarted
In an attempt to hold the network liable, the customers relied on Article 1998 of the Civil Code—relating to mandates—combined with the theory of appearance, which raised the question of whether its conditions were met.
Under this principle, the franchisor could be held liable by the franchisee’s customer if the latter could, in good faith, believe that they were contracting directly with the franchisor due to an appearance created by the principal.
The Montpellier Court of Appeal, however, overturned the lower court’s judgment and rejected the couple’s argument based on this theory.
To support its decision, the Court of Appeal conducted a rigorous factual analysis of the documents binding the parties.
The judges noted that it was unambiguously clear from the terms of the estimate—and more specifically from the section dedicated to identifying the contracting parties and collecting their signatures—that the company GED was the sole contracting party to the X couple.
Furthermore, the name, address, and registration number of the franchisee company are expressly listed there in bold type, while ELIF also points out that its own registration number is clearly distinct.
Finally, the Court emphasizes that the details on the IBAN statement provided to customers for payment purposes also unequivocally correspond to the bank account opened solely in the name of GED.
Based on these observations, the appellate judges conclude that it cannot be held that the franchisee acted as an agent of ELIF, nor that customers could legitimately have been misled as to the true identity of their contracting party, even though the franchisee operated under the name “Les Déménageurs Bretons” and whose logo appeared on the contractual documentation.
The franchisor’s lack of tort liability
In the alternative, the appellants sought to establish ELIF’s tort liability. This argument was also rejected by the Court of Appeal.
The Court of Appeal specifically noted that this basis cannot effectively support the customers’ claims, since the customers failed to demonstrate any contractual breach by the franchisor in the performance of its own obligations toward its franchisee that would be linked to the harm suffered. The ruling thus reiterates a fundamental principle inherent in the independence of network members: the franchisor is under no obligation to guarantee the independent franchisee’s performance of its obligations.
Furthermore, the judges emphasize that the franchisor cannot be held liable for failing to report the claim to the franchisee’s insurer. The decision pragmatically notes that the customers themselves were aware of the identity of this insurance company.
Finally, the plaintiffs failed to demonstrate, in any event, the reality of a loss of opportunity that would be directly attributable to this failure to report by the franchisor.
The LINKEA Recommendation
This decision serves as a reminder of the necessity to indicate the independence of the franchisee, in in the course of their business.
It is therefore advisable to regularly audit the commercial documents distributed by the franchisees of your network. The precise identity of the franchisee (and only that) — including its corporate name, address, registration with the RCS, and explicit mention of its status as an independent business (in relation to the network to which it belongs) — must therefore always appear prominently on all pre-contractual and contractual materials (quotes, purchase orders, invoices, and bank account details).