Christophe Rapin is internationally recognised as a key figure in the franchise legal space. He regularly works with clients in the food, fashion and tobacco industries.
Christophe Rapin is in charge of the firm’s competition, trade and regulatory group in Lausanne. He is also admitted to the Bar in Geneva and Brussels where he is practising too. He advises and represents clients in antitrust matters and in competition law enforcement procedures. He has wide-ranging experience in international distribution, including franchising. Christophe Rapin advises franchisors with the establishment of franchises in Switzerland and litigates in disputes between franchisees and franchisors. In addition, he is particularly well aware of the sensitive issues at the crossroads of IP law and competition law.
Describe your career to date.
I started my career approximately 22 years ago as a regulatory and competition lawyer. This was the beginning of competition law in Switzerland, and I had to advise a lot of companies on distribution matters. More recently in Switzerland, we have seen a trend whereby distribution schemes develop franchise systems more and more. From these roots in competition and distribution, I developed a practice in franchise law.
How has the franchise market changed since you first started practising?
The practice of franchise law is fairly new, and progressively developing. There are a large number of lawyers practicing franchise law, in particular those experienced in contract law, though there are not so many practitioners with the skills and experience to advise on complex franchise matters. As such, you face a lot of competitors, but not necessarily tough competitors. The Swiss market is not mature yet, and in the future I expect it to narrow to a much more experienced group of specialists.
Can you elaborate on the link between franchise and competition law in your practice?
In franchise practice you must pay attention to competition law issues. It is extremely important to be sensitive to these issues in addition to matters arising from a contract law perspective. Franchising is one of many effective ways to distribute a brand or a product, and familiarity with several types of distribution schemes, including from a competition perspective, provides great insight and understanding into businesses and how they are run in a compliant manner with regards to anti-trust regulations.
Can you provide insight about franchises operating close to the border of Switzerland where consumers have cheaper alternatives in neighbouring countries?
Indeed, Switzerland is surrounded by countries where prices are generally lower than in Switzerland. In areas close to the border of Switzerland, consumers have a real opportunity to compare prices and to purchase abroad, a fact that is not necessarily in the interests of businesses, be it franchisor or franchisee. In those circumstances, there is always a risk to cross the red line in terms of competition law.
How will the covid-19 pandemic impact the relationship between franchisees and franchisors?
Like other businesses, some franchisees were prevented for a couple of months from performing their activities, where some franchisors could have faced some difficulties to produce and deliver. In both situations, there are some contractual discussions, not to say disputes, that have and that will have to be dealt with in the near future. In addition, the consumers tended to become more and more familiar with online sales and purchases, which will definitely impact the business model of certain franchises and will probably call for an evolution in the remuneration models.
You are also qualified at the Brussels’ bar – how does this enhance your offering to clients?
I started to practice in Brussels in 2000. The idea was to focus on Swiss-EU relationships, with particular regard to the distribution of goods and the offering of services across borders.
As can be imagined, a very large percentage of distribution or franchise agreements concerning Switzerland are related to the EU in one way or another, either because the franchisor is based in the EU or (probably more rarely) because the franchisor is based in Switzerland.
Generally speaking, cross-border franchise relationships require a good understanding of the applicable law and practices in different jurisdictions. My experience has given me a good understanding in that respect.
How do challenges for a lawyer differ when representing a franchisor and when representing a franchisee, in particular in Switzerland?
Under Swiss law we do not have a specific franchise law or a Franchise Act – we apply the usual contractual provisions and case law, of which there is not a lot, that is specifically related to franchise. Consequently, it is important that any franchise agreement captures all aspects of the relationship between franchisor and franchisee.
The key thing when representing a franchisor is to ensure their brand and IP rights are well protected. This is fundamental to develop brand recognition and safeguard the business in Switzerland.
On the franchisee side, it is important to remember that Switzerland is not part of the EU. Though there is more and more legal harmonisation between Switzerland and the EU, there are still differences in terms of market regulation. In a global EU franchise scheme, it is important that it is adapted to the need of Swiss-based franchisees.
Christophe Rapin distinguishes himself among peers in the Swiss franchise market, with sources describing him as “a very good franchise lawyer”, well versed in cross-border EU and Swiss matters.
Christophe Rapin is a member of the firm’s competition, trade and regulatory group, practicing in Lausanne and Brussels.
He assists and represents clients with regards to antitrust matters as well as competition law enforcement procedures. He has wide ranging experience in internal distribution, including franchising.
Christophe is also a member of Kellerhals Carrard’s IP Team, and in that respect, Christophe is particularly aware of the sensitive issues at the intersection between IP and competition law.
He is also a member of Kellerhals Carrard’s M&A and corporate team and he is active in M&A transactions, particularly in connection to regulated industries.
Christophe has been chairman of the Swiss association for competition law for eight years and is currently vice-president of the International League for Competition Law (LIDC).
He is one of the few attorneys in Geneva listed in Who’s Who Legal: Franchise 2019. He is also recognised as an expert in the field of competition law by Who’s Who Legal.