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Press Release from the Journal of Marketing: How Franchisors Can Use Contract Ambiguity to Their Advantage

Matt Weingarden

Chicago, April 10, 2020 — Researchers from City University of Hong Kong, Texas A&M, and University of North Texas published a new paper in the Journal of Marketing that examines the effects of contract ambiguity on interorganizational governance.  

The study forthcoming in the Journal of Marketing is titled “Effects of Contract Ambiguity in Interorganizational Governance” and is authored by Xu (Vivian) Zheng, David Griffith, Ling Ge, and Uri Benoliel. 

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Being sued damages the brand. There was no positive development for 7-Eleven in February 2020 when Mitoshi Matsumoto, who owned a 7-Eleven outlet in Higashiosaka, Japan received international press coverage by filing suit against the chain. Nor was there any joy at Domino’s Pizza Australia in January 2020 when Australian fast-food veteran Frederick Aloysius Mario White filed suit against the chain. Franchisors want to minimize litigation in business relationships. A new study in the Journal of Marketing explores which steps can be taken to do that.
 
While best practice suggests business contracts should be written to be clear so that there are no misunderstandings (which could lead to contract disputes and litigation), franchise contracts often contain ambiguous terms. For example, contracts frequently use terms such as “good faith effort” and “reasonable costs.” The fact that a term such as “good faith effort” is open to multiple interpretations might be cause for concern. Zheng says, however, that “Contract terms that are ambiguous in relation to the franchisor’s obligations enhance collaboration, minimize franchisee-initiated litigation, and enhance franchisor financial performance.”  
 
Specifically, the researchers find that in a franchise setting, where the franchise agreement is written by the franchisor, contract ambiguity of franchisor obligations is used as a strategic tool to enhance joint problem solving and collaboration with franchisees as well as to deter franchisee-initiated litigation. The ultimate outcome for the franchisor is enhanced financial performance of the franchise system. For instance, the study’s findings indicate that a one unit decrease in franchisee-initiated litigation leads to a 7% (i.e., $45,285.38) increase in franchisor net income. These findings extend beyond franchise systems because contracts predominate in interorganizational governance, often with similar power differences, where one party is the contract drafter and the other is the contract taker, such as a powerful manufacturer writing contracts offered to less powerful suppliers. 
 
The written contract is only one aspect of interorganizational governance and the researchers point out two other significant aspects that managers should consider. As Griffith explains, “We find that franchisor training programs, when combined with contract ambiguity of franchisor obligations, serve as a buffer against franchisee-initiated litigation. Our results highlight the importance of franchisors not only viewing training programs as vehicles for increased franchisee efficiency, but also viewing investments in these efforts as important mechanisms that can aid in socializing franchisees, thereby facilitating the management of the franchise system.” The study recommends that franchisors invest in building strong and expansive training programs that develop shared values with franchisees in order to enhance cohesion. This can be extended to the broader interorganizational governance context. For example, a powerful retailer should use supplier training programs to build esprit de corps and as a context for the clarification of misunderstandings that may arise from the contract, thus facilitating joint problem solving and collaboration. 
 
Second, the study cautions franchisors about the potential negative consequences related to franchisee associations and the importance of carefully managing relations with an association. Consider the case of Denny’s. In 1988 Denny’s formed the Denny’s Franchisee Council as a way for franchisees to communicate with the corporate office. However, in 1997 the Denny’s Franchisee Council became independent from corporate sponsorship and reformed as the Denny’s Franchisee Association. This may be an example wherein the franchisor-sponsored association stimulated bonding between franchisees (instead of bonding with the franchisor), thus creating a countervailing power to the detriment of the franchisor. Similar suggestions may extend to other network governance situations, cautioning that the increased connectivity and bonding among multiple business partners could work counter to a firm’s governance efforts.

Full article and author contact information available at: https://doi.org/10.1177%2F0022242920910096 

About the Journal of Marketing 

The Journal of Marketing develops and disseminates knowledge about real-world marketing questions useful to scholars, educators, managers, policy makers, consumers, and other societal stakeholders around the world. Published by the American Marketing Association since its founding in 1936, JM has played a significant role in shaping the content and boundaries of the marketing discipline. Christine Moorman (T. Austin Finch, Sr. Professor of Business Administration at the Fuqua School of Business, Duke University) serves as the current Editor in Chief. 
https://www.ama.org/jm

About the American Marketing Association (AMA) 

As the largest chapter-based marketing association in the world, the AMA is trusted by marketing and sales professionals to help them discover what’s coming next in the industry. The AMA has a community of local chapters in more than 70 cities and 350 college campuses throughout North America. The AMA is home to award-winning content, PCM® professional certification, premiere academic journals, and industry-leading training events and conferences.  
https://www.ama.org/

Matt Weingarden is Director, Integrated Academic Content, a role which includes serving as publisher and managing editor of the AMA's four scholarly journals, as well as managing the AMA's numerous academic conferences and academic community initiatives.