How Do Franchise Contracts Evolve? A Study of Three German SMEs*

Although contracts are crucial for franchisors in managing relationships with franchisees, franchising research has not adequately investigated whether and how franchisors learn about effective contracts. This paper explores the evolution of formal contracts used by three German chains from the restaurant, hotel, and retailing industries. We describe the nature of learning involved in designing contracts in the sampled chains, and suggest reasons why contracts change over time. Despite the fact that drafting contracts with independent entrepreneurs is one of the important tasks the franchisor is rewarded for, we found that franchisors remain boundedly rational and therefore are unable to completely anticipate undesirable franchisee behavior and to incorporate suitable safeguards. We develop propositions to suggest that: (1) learning explains contract design capability better than does foresight, (2) a new management and the pursuit of uniformity lead to contract changes, and (3) the presence of an active franchisee council promotes the efficiency of the contract change process. We offer implications of our findings for theory, practice, and research.