Commercial Franchising Foreign Civil Liability Issues In The Research

As one of the most suitable modes of business, franchise can help corporations develop fast with lower risk, so it is developing fast in china nowadays.Franchise is a way of integraing commercial resources,by means of contract,franchisor empower franchisee to use his commercial resources at specified region and during specified period, commercial resources from both sides can be integrated and both sides can benefit.In practice, their disputes can be solved according as ralated laws, however it will difficult to resolve when disputes involve third party,and ralated laws is more complex because of third party liability.China’s current legislation on commercial franchise are《Administration of Commercial Franchise Regulations》and its supporting reulations《Administrative Measures for Archival Filing of Commercial Franchise》,《Administrative Measures for information disclosure of Commercial Franchise》, but these regulations focus on franchise rights and obligations set between the parties, does not regulate the external responsibility which they should take.The attribution principle for franchise external liability is different from general civil liability.Franchisor and franchisee has a nearly identical business image and has a loose or close working relationship in franchise. When franchisor were charged with liability caused by a third party breach of contract、tort or other reasons,he will face the problem of franchise external liability.This peoblem can be divided into two parties, one is whether franchisor shall bear the franchise external liability, the other one is how to share the external liability between franchisor and franchisee. All of these problems do not directly regulated by legislation, but, in practice they should be solved.This article first described the characteristics of commercial franchise and licensing agreements, then divided foreign contractual liability into three categories: contractual liability、tort liability and consumer liability, and investigated their characteristics.Because of the particularity of franchise and lack of direct legal provisions, the theoretical support and legal basis of external liability is needed under the existing legal framework.There are currently three representative theories "vicarious liability"、"apparent agency"、"complementary liability", their theoretical basis and judicial practice were analyzed separately.In the end, according to China’s actual situation, proposed different solutions to different situations based on current practice of franchising, and given advives to franchisor on how to reduce risk.