Vodafone Limited has settled the High Court proceedings brought by 62 former franchisees over the operation of its UK retail franchise agreements, ending the case before the liability issues reached trial.
The settlement was concluded without any admission of liability, and its financial and commercial terms will remain confidential.
The proceedings, APK Communications & Ors v Vodafone Limited [2026] EWHC 811 (Comm), concerned claims arising from the relationship between Vodafone and businesses that operated branded retail stores. The claimants challenged contractual decisions affecting their remuneration and alleged breaches of contract, duties of good faith and restrictions on contractual penalties.
They also relied on the Commercial Agents (Council Directive) Regulations 1993. Vodafone denied liability and maintained that the disagreement concerned the interpretation of commercial agreements.
Before the settlement, the Commercial Court had approved a split trial following an application supported by both sides. Mr Justice Bryan directed that liability should be determined first, with any assessment of loss to follow only if required. The court also approved the use of sample claimants because the proceedings involved 62 separate businesses and issues that did not arise identically in every claim.
That structure was intended to make the case manageable while preserving the parties’ ability to address individual circumstances.
David Lewis KC and James Shaw of Gatehouse Chambers acted for the claimants during the proceedings. The group was also associated with Fairer Franchise, which had publicly presented the claim as raising wider concerns about the balance of contractual power between a national franchisor and individual operators.
The settlement brings those particular proceedings to an end, but it does not produce a judgment on the disputed contractual provisions or the application of the Commercial Agents Regulations.
The settlement means the disputed contractual issues remain undecided. Lawyers advising franchise businesses still have no ruling on whether Vodafone was entitled to exercise its contractual powers as it did, whether duties of good faith applied or whether the contested provisions amounted to penalties.
Similar cases will turn on the wording of the agreements, the decisions taken under them and the evidence explaining those decisions.
Franchisors should keep clear records when changing commissions, making deductions or relying on a right to alter commercial terms. Where the same agreement is used across a network, one disagreement can lead to claims from several operators and substantial disclosure before liability is considered.
Law firms acting for either side should review variation procedures, internal approvals and dispute provisions as soon as concerns arise.