The main problems and solutions in the trial of franchise contract disputes; 1 Case Jurisdiction Franchise contract disputes belong to intellectual property cases, and the jurisdiction must comply with the relevant provisions on the jurisdiction of intellectual property cases. In practice, there are many problems in agreement jurisdiction. Since the franchise contract is still a contract, both parties to the contract may stipulate the jurisdiction of the dispute according to law. According to statistics, more than 95% franchisers and franchisees have agreed on the jurisdiction of disputes when signing contracts. As a strong party, franchisees often agree to be under the jurisdiction of the court where the franchisees are located. However, because the content of agreed jurisdiction is not clear, the terminology is not GAI and not standardized, which often leads to great controversy in the acceptance of cases. For example, in the case of Hu Mou v. Suqian Yanghe Town Ancient Brewing Industry Co., Ltd., the two parties agreed in the statement that "if negotiation fails, the Gutian County People's Court will accept the ruling", and then the plaintiff chose to file a lawsuit with the Ningde Intermediate People's Court. After the defendant objected to the jurisdiction, the court of first instance held that although Gutian County Court had no jurisdiction over intellectual property cases, Ningde Intermediate People's Court, as the superior court of Gutian County Court, had the right to accept the case without violating the provisions on hierarchical jurisdiction. For example, in the case of Buxian (Fujian) Shoes and Clothing Co., Ltd. v. Zhao's franchise contract dispute, both parties agreed in the contract that "any dispute between the two parties shall be under the jurisdiction of Jinjiang People's Court where the contract was signed", and then the plaintiff filed a lawsuit with Quanzhou Intermediate People's Court. After the defendant raised an objection to jurisdiction, the court of first instance held that Jinjiang People's Court could only have jurisdiction over intellectual property cases of less than 500,000 yuan. As the amount of the subject matter of this case exceeds 500,000 yuan, it shall be under the jurisdiction of Quanzhou Intermediate People's Court, the superior court of Jinjiang People's Court. There are two main views on the handling of the above two cases: one is that the agreement violates the provisions of hierarchical jurisdiction and should be invalid, and the court of first instance has no basis for accepting it; The second is that the two parties to the contract have agreed jurisdiction. Although the agreement is not clear, there is no obvious violation of the jurisdictional provisions, and there is nothing wrong with the court of first instance accepting it. It is generally believed that if both parties to a contract have agreed jurisdiction, they should still be strictly examined in principle. If the agreement is unclear or obviously violates the provisions of the civil procedure law on hierarchical jurisdiction and exclusive jurisdiction, it is not allowed to break through the legal provisions or misinterpret the original intention of the provisions at will to simply expand the source of the case and undermine the seriousness of the legal provisions. This issue has been discussed in detail in the article "Analysis and Determination of Agreement Jurisdiction in Intellectual Property Contract Disputes". 2. The nature of the contract is recognized. In the trial practice, there are great differences on whether a contract belongs to a franchise contract. Through the analysis of the franchise contract disputes in the whole province, it can be found that the contract names signed by the two parties are various, including distribution contract, regional distribution agreement, franchise agency agreement, authorized agency contract, franchise agreement and so on. And the proportion of contract names directly related to franchising is not high. Therefore, the legal relationship between the two parties cannot be judged directly from the name of the contract itself. How to judge whether the two parties belong to the franchise contract relationship in the legal sense should focus on the provisions of Article 3 of the Regulations, that is, the essential feature of the franchise legal relationship is that the franchisor permits the franchisee to use its registered trademark, corporate logo, patents, proprietary technology and other business resources in the form of contract, and the franchisee conducts business under a unified business model in accordance with the contract and pays franchise fees to the franchisor. The franchisee should accept the supervision and management of the franchisor in the course of business operation, and there is a certain degree of dependence between the two parties. Therefore, according to the above provisions, it is an important criterion to review the specific contents of the contract between the two parties and whether the rights and obligations of both parties meet the basic characteristics of the franchise contract in the actual performance of the contract, and the contract name cannot be simply used as the main basis for qualitative analysis. Attention should be paid to distinguishing franchise contracts from general product distribution contracts and intellectual property licensing contracts. Product sales contracts or intellectual property licensing contracts only involve the licensing of specific products or the use of specific intellectual property rights. The product provider is only responsible for the quality of its products, while the intellectual property licensor only guarantees the validity and integrity of its rights, and has no more rights or obligations such as supervision, management, training and technical support. Through the analysis of some cases, it can be found that although the contents of both parties to the contract involve the authorized use of trademarks and the unified requirements of business management mode, they are only simple commodity buying and selling relations in actual performance, and the reason for disputes between the two parties is only the dispute over payment settlement. Such cases should not be treated as disputes over franchise contracts. In practice, there is also a situation that often happens, that is, both parties will stipulate in the contract that one party will register in the branch, subsidiary or holding company of the other party, and the parties often claim that it is not a franchise contract, so we should "see the essence through the phenomenon" and judge the nature of the contract with the focus on the specific performance of the agreement. 3. The validity of the contract is recognized. There are three main disputes about the validity of contracts in trial practice: First, the franchisor does not have the franchise qualification. Article 3 of the Regulations clearly stipulates that only enterprises can be franchisees. We think this clause should be mandatory, and franchise contracts signed by non-enterprises as franchisees should be deemed invalid. For example, in the case of Jing v. Li Mouying's franchise contract dispute heard by Fuzhou Intermediate People's Court, the court ruled that Jing, as an individual, signed the franchise contract of "1 108 private coffee franchise contract" with others, which violated the mandatory provisions of the Regulations and should be invalid. The second is the problem that the franchise contract has not been filed. Article 8 of the Regulations stipulates that franchise contracts shall be filed with the competent commercial authorities. We believe that the franchise contract is still a civil contract in essence, and the autonomy of the parties should still be respected when determining the effectiveness of the contract. The filing system is an administrative system formulated from the perspective of administrative organs. Its purpose is to standardize franchise activities and promote the implementation of administrative functions. Therefore, filing is only a management measure, not a precondition for the franchisor to engage in franchise activities, and the franchise contract cannot be deemed invalid on the grounds of not filing. Especially through the analysis of franchise contracts in our province, we can find that most franchise contracts are not filed. If we deny their validity easily, it will greatly affect the stability of the transaction and be unfair to both parties. Third, the franchisor does not have the condition of "two stores for one year". Paragraph 2 of Article 7 of the Regulations stipulates: "Franchisors shall engage in franchise activities in no less than two direct stores, and the operating time shall exceed 1 year". In practice, there are great differences on whether the franchisor has the above conditions. One view is that "two stores a year" is a mandatory regulation of management, which is invalid, and violation of "two stores a year" will not lead to the consequences of invalid contracts; Another point of view is that "two stores a year" belongs to the market access conditions for franchisees, and it belongs to the mandatory legal provisions involving public interests, and violation will lead to the invalidity of the contract. For example, in the case of Li v Quanzhou Fengze John Catering Co., Ltd. and other franchise contract disputes, the court of first instance held that the franchisor did not have the franchise conditions of "two stores and one year" and found that the franchise agreement signed by both parties was invalid. We believe that the provision of "two stores and one year" is a mandatory provision directly related to the interests of specific groups of franchisees and franchisees, not directly related to the public interests. The original intention of this regulation is to manage the business qualifications of some franchisees, and it is not intended to establish a strict franchise market access system. In particular, the current franchise market is not standardized. In order to seize the market in the initial expansion process, many enterprises often develop a large number of franchisees in a short time. If the contract is easily denied in violation of the "two stores and one year" rule, it will not help market norms, but will affect market stability. 4 Termination of Contract Caused by Fraud Paragraph 3 of Article 23 of the Regulations stipulates: "If the franchisor conceals relevant information or provides false information, the franchisee may terminate the franchise contract". The difficulty in the specific application of this provision lies in the identification standard of fraud caused by the franchisor's failure to fulfill the information disclosure obligation according to law. Judging from the trial practice, the fraud in the franchise contract is mainly manifested as: (1) cheating on the basic information and business resources of the franchisor, such as falsely claiming that the Chinese-funded enterprise is a foreign-funded enterprise or has a relationship with foreign enterprises, and falsely claiming that the business model was introduced from abroad and achieved great success. Take unregistered trademarks as registered trademarks and non-patented technologies as patented technologies. (2) Cheating on the franchisee's situation and expected income, such as fabricating or exaggerating the number of franchisees, the scope of franchise authorization, the promulgation area, etc., can recover the cost and make profits in a short time after joining; (3) Practicing fraud in terms of product or service quality, franchise fees, etc., such as falsely claiming that the product has obtained a well-known trademark, making a false statement about the origin of the product, concealing the fees that should be charged, and failing to specify the purpose and refund conditions of various fees. For example, in the case of Xu v. Huang franchise contract dispute heard by Quanzhou Intermediate People's Court, the franchisor claimed that the beauty service it operated came from Thailand Cosmetics International Co., Ltd., and the franchisor was the only authorized representative of the company in Greater China, but there was no evidence to prove it. Another example is the case of Wang v. Xiamen Shuangdanma Industrial Development Co., Ltd. tried by Xiamen Intermediate People's Court. When signing the contract, the franchisor concealed the important information of the products (bird's nest made in Indonesia) under the contract (the nitrite content of bird's nest products exceeded the standard, and the country explicitly prohibited the import of bird's nest from Indonesia), resulting in the franchisee's franchise brand losing its commercial reputation and being unable to operate. We believe that we should take a more cautious attitude towards the determination of fraud in the trial, and pay attention to distinguish the difference between malicious fraud and commercial boasting. Business boasting is common in the promotion of products or services, and should be a reasonable or moderate exaggeration of product quality or service standards. Whether it constitutes fraud with revocation conditions, specifically, we should comprehensively consider the importance of information concealed or false information provided by the franchisor, the degree of deviation from the real information and the degree of influence on the conclusion and performance of the franchise contract, try our best to maintain the stability of the franchise contract, prevent the franchisee from abusing the revocation right, and transfer all the responsibilities for business failure caused by normal business risks to the franchisor.