THE AUTHORS<\/strong>: In a judgment of 26 June 2026<\/a>, which signals a continuing shift of the Belgian case law towards greater deference to party autonomy in cross-border commercial disputes, the Antwerp Enterprise Court (the \u201cCourt<\/strong>\u201d) declined jurisdiction over a franchisee\u2019s claim for annulment of a franchise agreement on the ground that the parties had validly agreed to submit their dispute to arbitration in India under the Indian Arbitration and Conciliation Act 1996<\/a>.<\/p>\n\n\n\n The franchisee had argued that Article X.33 of the Belgian Code of Economic Law<\/a> (\u201cCEL<\/strong>\u201d) \u2014 which provides that the pre-contractual phase of a commercial cooperation agreement is governed by Belgian law and falls within the jurisdiction of the Belgian courts where the recipient of the right conducts its activity mainly in Belgium \u2014 should prevail over the arbitration clause.<\/p>\n\n\n\n The Court rejected this argument, relying on the Belgian Supreme Court’s judgment of 7 April 2023<\/a> concerning a comparable mandatory protective regime applicable to exclusive distribution agreements. On this basis, the Antwerp Enterprise Court held that Article X.33 CEL, applicable to franchise agreements, does not invalidate the arbitration clause, even though the arbitrator would apply Indian law rather than Belgian law.<\/p>\n\n\n\n Extending the Supreme Court\u2019s reasoning of 7 April 2023 to other commercial contracts\u2014including franchise and commercial agency agreements\u2014appears logical and is supported by a substantial body of legal scholarship. However, the Supreme Court has not yet confirmed this extension. <\/p>\n\n\n\n The Belgian-incorporated claimant entered into a franchise agreement dated 1 April 2022 with the defendant, incorporated in India, for the operation of a vegetarian restaurant.<\/p>\n\n\n\n The claimant contended that, during the pre-contractual phase, the defendant had allegedly failed to provide certain information required under Belgian law and consequently sought annulment of the franchise agreement before the Antwerp Enterprise Court.<\/p>\n\n\n\n The defendant, for its part, submitted that the Antwerp Enterprise Court could not validly be seised of the matter, on the ground that the franchise agreement contained an arbitration clause providing for arbitration in accordance with the Indian Arbitration and Conciliation Act 1996.<\/p>\n\n\n\n In assessing the validity of the arbitration clause for the purposes of accordance with the 1958 New York Convention<\/a>, the Antwerp Enterprise Court chose to proceed by reference to Belgian law as the lex fori<\/em>.<\/p>\n\n\n\n Under Article X.33 CEL, the franchisee is granted a specific protection pursuant to which the pre-contractual phase of the commercial relationship is governed by Belgian law and falls within the jurisdiction of the Belgian domestic courts where the franchisee conducts its business predominantly on Belgian territory.<\/p>\n\n\n\n The Court confirmed that the arbitration clause, which referred \u201cany dispute or disagreement\u201d between the parties to arbitration, was worded broadly enough to also cover the pre-contractual dispute raised by the claimant, and was not limited to disputes arising directly under the agreement itself.<\/p>\n\n\n\n
Guillaume Croisant,<\/a><\/strong> Counsel at Linklaters<\/a><\/strong>
Simon Taeleman<\/strong>, Junior Associate at Linklaters<\/a><\/strong><\/p>\n\n\n\n
\n\n\n\nIntroduction<\/strong><\/strong><\/strong><\/strong><\/h2>\n\n\n\n
Background<\/strong><\/strong><\/strong><\/strong><\/strong><\/h2>\n\n\n\n
Decision<\/strong><\/h2>\n\n\n\n