When less may be more: A dyadic view of franchise contracts

Abstract

Research on contractual governance has traditionally viewed exchange hazards as having mutual effects on contractual design at the transaction level. To advance our understanding of contracting decisions in interorganizational relationships, I depart from the traditional emphasis on the mutual aspects of interorganizational relationships by examining how exposure to idiosyncratic exchange hazards may impact the divergent contractual arrangement interests of each side of the dyad. Viewing the locus of exchange hazards and contract design as dyadic broadens the conventional emphasis on the add-on perspective of governing relationships to further emphasize how excluding contractual rights selectively may be an alternative way for controlling the threat of exchange hazards. Through an analysis of franchise disclosure documents and contracts for 136 restaurant franchise systems in the U.S., I found that, when confronted with exchange hazards, a firm can strengthen its own protection not only by enhancing contractual rights in its own interests but also by limiting contractual rights in favor of its partner. With a dyadic perspective, my paper sheds new light on the discriminating alignment principle and generates new insights into the strategic implications of intentionally leaving gaps in contracts.