Still, there is a difference between a very long concession period and eternal agreements. Over the years, circumstances may arise that were not foreseeable in advance, which change the commercial picture that underlies the water agreement. Forcing a meme to stay forever contradicts basic concepts of economic logic.
Where the agreements give Max Stock the power to cancelthem, it can do so in accordance with their instructions. However, other options should not be ruled out, including, for example, a fundamental change in the chain's business activity, etc. In such situations, it does not seem appropriate to deny Max Stock's ability to be released from the franchise agreements that reflect data areas of activity, but this is subject to appropriate compensation by the franchisees.
In fact, this is also reflected in the provisions of the agreements themselves. Thus, the power of cancellation determined in clause 19.1 does indeed include reference to fifteen concrete events, but it was determined at the beginning of the section that the possibility of cancellation is available "without derogating from any right and/or other remedy that will be available to [Max Stock] under the provisions of this Agreement and/or in accordance with the provisions of any law. Hence, the door is reserved for remedies that the general law makes available to Max in relation to these agreements. There is no provision stating that it will be possible to bring the water agreement to termination only in respect of the cases of cancellation, and not in respect of any other case, for example, due to a fundamental change in its commercial activity.
We also find support for this in clause 19.2 of the Water Agreement , which refers to the cases of cancellation in clause 19.1, and states that "the controls of each of the cases described in clause 17.1 [clause 19.1] of this agreement above, without derogating from any other right that the company will have at its disposal under this agreement and/or by law, immediately upon the company's first demand to do so, the concessionaire will immediately cease operating and managing the branch." In other words, from this we learn that the possibility of leading to the cessation of the franchisee's activity is not limited to the cases of cancellation in clause 19.1 of the agreements, since clause 19.2 expressly states other rights available to the company by law. All of this shows that the defendants could certainly have expected a long-term business relationship. But it does not seem to me reasonable that they could have expected an endless relationship, in such a way that they could also bequeath the stores to their children, as they declared in their affidavits before me (see above at paragraph 53).
- When an increased duty of good has been established, as it applies to the relationship between the parties, the time has come to examine its implications for the cancellation of the franchises by Max.
The implication of the increased duty of good faith on the power of cancellation available to Max
- Theobligation to act in good faith and in an acceptable manner applies to the parties to the contract during his lifetime. It also applies to those who seek to terminate it by way of cancellation.
A basic rule is that the power of cancellation, which is given to the party to the contract, must be exercised in good faith. This is the case with respect to the power of cancellation and so it is with respect to "any other right or power" (Daniel Friedman and Nili Cohen Contracts 367 (Vol. II; 2020) (hereinafter: Friedman and Cohen)). There are cases in which this basic insight is given real weight. "In this framework, it is possible to include situations in which the cancellation causes the most serious damage to the other party, without the party who has the option of cancellation having a justified interest in justifying this result" (ibid., at p. 370). Another case relates to a situation in which "the cancellation causes forfeiture or unjustified loss of the other party's investments" (ibid.).