1. Introduction

Courier Franchise Territorial Restraints refer to contractual or commercial restrictions imposed by courier companies on franchisees concerning the geographical areas in which they may operate, collect parcels, deliver shipments, solicit customers, or provide logistics services.

Courier franchise networks commonly operate through agreements between a principal courier company and independent franchise operators. The principal may allocate specific territories to franchisees to organise delivery routes, maintain service quality, protect investments, and avoid duplication of infrastructure.

However, territorial restrictions can become problematic when they prevent franchisees from competing with one another, restrict customer choice, divide markets, or prevent new courier operators from entering particular geographical areas.

For example, a courier company operating throughout Morocco may divide its network into exclusive territories:

Franchisee A receives Casablanca.

Franchisee B receives Rabat.

Franchisee C receives Marrakech.

Franchisee D receives Tangier.

Such territorial allocation is not automatically unlawful. The legal concern arises when the restrictions go beyond what is reasonably necessary to organise the franchise network and substantially restrict competition.

The subject involves the intersection of:

Competition law.

Franchise and commercial contract law.

Distribution agreements.

Territorial market allocation.

Consumer protection.

Logistics and transportation regulation.

Digital delivery-platform competition.

2. Meaning and nature of territorial restraints

Territorial restraints are contractual conditions limiting the geographical area in which a franchisee may conduct business.

In courier franchise networks, these restrictions can apply to parcel collection, delivery, transportation, warehousing, customer acquisition, and logistics services.

A. Exclusive territorial allocation

A courier franchisor grants one franchisee exclusive rights to operate within a defined geographical area.

For example, a franchisee may receive exclusive rights to deliver parcels within a particular district.

Competition concern: The restriction may eliminate competition between franchisees and prevent customers from accessing alternative courier services through the same network.

B. Customer allocation restrictions

The franchisor allocates particular customers to specific franchisees.

For example, corporate customers, e-commerce businesses, and institutional clients may be assigned to particular territorial operators.

Competition concern: Customer allocation may become unlawful market sharing if competing franchisees agree not to approach one another's customers.

C. Restrictions on cross-territorial deliveries

A franchisee may be prohibited from accepting parcels originating outside its assigned geographical territory.

This can protect operational coordination, but an unnecessarily broad prohibition may prevent franchisees from responding to customer demand.

D. Restrictions on active customer solicitation

A franchisee may be prohibited from actively soliciting customers located in another franchisee's territory.

Such restrictions must be distinguished from blanket prohibitions on serving unsolicited customer demand.

E. Online delivery restrictions

A courier franchisor may prevent franchisees from accepting orders through independent websites, mobile applications, or third-party e-commerce platforms.

These restrictions may limit competition in digital courier services and restrict franchisees' ability to reach customers.

F. Post-termination territorial restraints

A former franchisee may be prohibited from operating a competing courier business within a specified geographical area after termination of the franchise agreement.

Such clauses require particular scrutiny concerning their duration, geographical scope, legitimate commercial justification, and competitive effects.

3. Applicable competition law in Morocco

The principal legislation is Moroccan Law No. 104-12 on Freedom of Prices and Competition, as amended by Law No. 40-21, together with its implementing regulations.

A. Article 6 – Anti-competitive agreements

Article 6 prohibits agreements, concerted practices, understandings, and arrangements that have the object or effect of preventing, restricting, or distorting competition.

It specifically addresses agreements that:

Restrict access to markets.

Restrict the freedom of competing businesses.

Control commercial opportunities.

Allocate geographical markets.

Divide sources of supply or public procurement markets.

Application to courier franchises:

Suppose a courier franchisor divides Morocco into exclusive delivery territories and prohibits each franchisee from accepting customers outside its allocated territory.

If the arrangement unnecessarily eliminates competition between franchisees or divides markets, it may raise concerns under Article 6.

B. Article 7 – Abuse of dominant position

Article 7 prohibits the abusive exploitation of:

A dominant position in the Moroccan market or a substantial part of it.

Economic dependence where a customer or supplier has no equivalent alternative.

Examples include:

A dominant franchisor imposing unjustified territorial restrictions.

Preventing franchisees from accepting customers outside assigned areas.

Discriminating between franchisees without objective justification.

Terminating commercial relationships because a franchisee refuses unjustified contractual conditions.

A franchisor's dominant position or economic dependence must be established; ordinary contractual restrictions are not automatically abuses.

C. Article 9 – Exemptions

Article 9 recognises an exemption framework for qualifying agreements that contribute to economic or technical progress, provide users with a fair share of the resulting benefits, and impose only indispensable restrictions without eliminating competition for a substantial part of the relevant market.

For example, territorial allocation may be justified where it enables:

Investment in local distribution centres.

More efficient parcel collection.

Better delivery coverage in rural areas.

Improved delivery times.

Investment in tracking and logistics infrastructure.

The franchisor must demonstrate that the restrictions satisfy the statutory conditions.

D. Article 10 – Contractual nullity

Article 10 provides for the nullity of commitments, agreements, or contractual clauses relating to practices prohibited under Articles 6 and 7.

Therefore, a territorial clause that forms part of an established anti-competitive arrangement may be legally vulnerable.

WIPO+1

4. At least 8 important case laws

The following decisions are comparative European competition-law authorities. They are particularly useful because they address franchising, exclusive territories, distribution agreements, and restrictions on customer access.

Case 1. Consten and Grundig v Commission (1966)

Court of Justice of the European Communities · Joined Cases 56/64 and 58/64

Facts:

Grundig, a German manufacturer, appointed Consten as its exclusive distributor in France. The arrangement was designed to protect Consten from competing imports and parallel distribution.

The agreement provided substantial territorial protection and sought to prevent competing traders from supplying Grundig products in France.

Legal issue:

Whether exclusive territorial arrangements that prevent parallel trade and divide markets violate competition law.

Judgment and principle:

The Court held that arrangements designed to establish absolute territorial protection and prevent parallel imports restrict competition.

An exclusive distribution agreement cannot be used to eliminate competition by dividing markets into protected geographical areas.

Application to courier franchises:

A courier company cannot automatically justify an absolute territorial prohibition merely because it has allocated exclusive territories to franchisees.

For example, prohibiting a Casablanca franchisee from accepting a parcel for delivery to Rabat may be problematic if the restriction unnecessarily prevents customers from accessing competing services.

EUR-Lex+1

Case 2. Pronuptia de Paris GmbH v Schillgallis (1986)

Court of Justice of the European Communities · Case 161/84

Facts:

Pronuptia operated a franchise network selling wedding dresses and accessories. Its franchise agreement included territorial protection and restrictions intended to preserve the identity and reputation of the franchise system.

Legal issue:

Whether territorial restrictions and other contractual obligations within a franchise network necessarily violate competition law.

Judgment and principle:

The Court distinguished between legitimate franchise restrictions and restrictions that divide markets.

It recognised that certain restrictions strictly necessary to protect the franchisor's know-how, confidential information, and network identity may fall outside the prohibition.

However, provisions that share markets between the franchisor and franchisees or among franchisees constitute restrictions of competition.

Application to courier franchises:

A courier franchisor may impose reasonable operational requirements concerning:

Delivery standards.

Uniform branding.

Parcel handling.

Customer service.

Confidentiality of customer information.

However, absolute geographical restrictions that divide customers between franchisees require separate competition-law scrutiny.

This is one of the most directly relevant precedents for courier franchise territorial arrangements.

Bailii

Case 3. Delimitis v Henninger Bräu AG (1991)

Court of Justice of the European Communities · Case C-234/89

Facts:

The case concerned an exclusive beer-supply arrangement between a brewery and a public-house operator.

The legal analysis considered whether exclusive agreements, particularly when combined with similar agreements throughout the market, restricted market access.

Legal issue:

Whether exclusive contractual arrangements could prevent competitors from accessing customers and entering the market.

Judgment and principle:

The Court emphasised the importance of examining the economic and legal context of exclusive agreements, including their cumulative effects and the extent to which they restrict market access.

Application to courier franchises:

If a major courier network operates hundreds of franchise agreements, the Competition Council should examine their combined effect.

Even if each individual territory appears reasonable, the entire network might prevent independent courier businesses from accessing commercially important locations.

Case 4. Erauw-Jacquery v La Hesbignonne (1988)

Court of Justice of the European Communities · Case 27/87

Facts:

The dispute concerned an agreement involving plant breeders' rights and restrictions on the sale and export of protected seed varieties.

Legal issue:

Whether restrictions imposed under an intellectual-property licensing arrangement were compatible with competition law.

Judgment and principle:

The Court examined the relationship between the legitimate protection of intellectual-property rights and restrictions on competition.

It recognised that certain limitations may be justified by the particular nature and protection of the licensed rights, but competition restrictions cannot automatically be justified merely by invoking intellectual property.

Application to courier franchises:

A courier franchisor may protect proprietary delivery software, trademarks, route-planning technology, and confidential customer databases.

However, these rights should not automatically justify broad territorial restrictions preventing franchisees from competing for customers.

EUR-Lex

Case 5. Pierre Fabre Dermo-Cosmétique v Président de l'Autorité de la concurrence (2011)

Court of Justice of the European Union · Case C-439/09

Facts:

Pierre Fabre imposed contractual conditions that effectively prevented authorised distributors from selling products through the internet.

Legal issue:

Whether restrictions preventing distributors from using online sales channels constituted unlawful restrictions of competition.

Judgment and principle:

The Court held that a general and absolute prohibition on internet sales could constitute a restriction by object where it was not objectively justified following an examination of its content, purpose, and economic and legal context.

Application to courier franchises:

A courier franchisor may attempt to prevent franchisees from accepting parcel bookings through:

Independent websites.

Mobile applications.

Online marketplaces.

Digital logistics platforms.

If the restriction unnecessarily prevents franchisees from reaching customers outside their assigned physical territories, it may raise similar competition concerns.

EUR-Lex+1

Case 6. Coty Germany GmbH v Parfümerie Akzente GmbH (2017)

Court of Justice of the European Union · Case C-230/16

Facts:

Coty operated a selective distribution system for luxury cosmetics. Its contractual arrangements restricted authorised distributors from using certain third-party online platforms in a discernible manner.

Legal issue:

Whether restrictions on online distribution could be compatible with competition law.

Judgment and principle:

The Court accepted that a restriction on the use of third-party platforms could be permissible in the particular circumstances of a selective distribution system designed to preserve the luxury image of the products, provided the restriction was uniform, non-discriminatory, and proportionate.

Application to courier franchises:

A courier company may impose proportionate conditions on the use of its brand, tracking platform, and customer-management systems.

However, the case does not provide a general justification for preventing franchisees from serving customers outside their assigned territories.

Case 7. Metro SB-Großmärkte GmbH v Commission (1977)

Court of Justice of the European Communities · Case 26/76

Facts:

The case concerned a selective distribution arrangement involving the marketing of electrical products.

Legal issue:

Whether a selective distribution system could be compatible with competition law despite restricting the number and identity of authorised distributors.

Judgment and principle:

The Court recognised that qualitative selective distribution can be permissible where distributors are selected according to objective criteria, applied uniformly and without discrimination, and where the nature of the products requires such a distribution system.

Application to courier franchises:

A courier company can select franchisees based on objective criteria such as:

Delivery capacity.

Financial resources.

Operational experience.

Vehicle availability.

Technology and tracking capabilities.

Customer-service standards.

Nevertheless, objective selection criteria do not automatically justify market-sharing arrangements or unnecessary territorial exclusivity.

Case 8. Société Technique Minière v Maschinenbau Ulm (1966)

Court of Justice of the European Communities · Case 56/65

Facts:

The dispute concerned an exclusive distribution arrangement involving machinery and the potential restriction of competition.

Legal issue:

Whether an exclusive distribution agreement necessarily restricts competition or whether its actual economic and legal context must be examined.

Judgment and principle:

The Court established that the competitive effects of an agreement must be assessed in its economic and legal context, including the nature of the products, market structure, and actual competitive conditions.

Application to courier franchises:

An exclusive territory assigned to a franchisee should not be treated as automatically unlawful.

The authority should examine whether the arrangement improves delivery efficiency, encourages investment, and preserves effective competition.

5. Main competition-law problems in courier franchise territorial restraints

A. Geographical market division

Geographical market division occurs when franchisees are prevented from competing outside their allocated territories.

For example:

Casablanca franchisee cannot serve Rabat customers.

Rabat franchisee cannot accept customers from Kenitra.

Marrakech franchisee cannot solicit customers from Agadir.

If these restrictions divide the market and eliminate competition between operators, Article 6 may apply.

B. Prevention of cross-territorial deliveries

Courier companies often use centralised logistics systems to transfer parcels between different franchise territories.

However, a franchisor may impose a restriction preventing franchisees from collecting or delivering parcels outside their assigned areas.

The legal assessment should distinguish between:

Operational coordination necessary for efficient parcel delivery.

Unnecessary restrictions preventing franchisees from serving customers.

Restrictions designed to eliminate competition between franchisees.

C. Territorial customer allocation

A franchisor may allocate corporate customers, e-commerce merchants, and commercial accounts to specific franchisees.

This becomes problematic where franchisees are prohibited from competing for those customers, even when customers independently wish to change service providers.

D. Online customer restrictions

Digital courier platforms allow customers to compare prices, book deliveries, and select collection locations.

A franchisor that prohibits franchisees from accepting online orders outside their territories may restrict competition through digital channels.

The principles in Pierre Fabre are particularly relevant when assessing unjustified online-sales restrictions.

E. Franchise renewal and termination restrictions

A franchisor may threaten not to renew or may terminate a franchise agreement when the franchisee accepts customers from another territory.

Where the franchisor has dominance or the franchisee is economically dependent, such conduct may raise Article 7 concerns.

F. Territorial price coordination

A more serious issue arises where franchisees are required to charge identical prices within allocated territories and are prohibited from offering independent discounts.

This raises a separate concern about resale price maintenance and price coordination.

Territorial allocation and price-fixing should be analysed independently.

6. Legitimate commercial justifications

Territorial restrictions can have genuine economic and operational benefits.

However, the franchisor must establish that the restrictions are reasonably necessary and proportionate.

A restriction that protects an investment for a limited period may be defensible, whereas a blanket prohibition on all cross-territorial business may be excessive.

7. Economic analysis of territorial restraints

Competition authorities should examine the following factors:

Important distinction: A geographical territory allocated for operational convenience is different from a territorial arrangement intended to eliminate competition.

8. Hypothetical Moroccan legal example

Consider a hypothetical courier company, Morocco Express Logistics, operating through 100 independent franchisees.

The company divides its operations into exclusive geographical territories and introduces the following contractual conditions:

Each franchisee must serve only its assigned territory.

Franchisees cannot accept parcels from customers located outside their territories.

Franchisees cannot advertise delivery services in neighbouring territories.

Franchisees cannot negotiate directly with national e-commerce companies.

Franchisees cannot operate independent online booking platforms.

Franchisees cannot provide competing courier services.

A new franchisee, Company B, wishes to offer cheaper delivery services to customers across several cities but is prevented from doing so by these contractual conditions.

Possible legal assessment:

The Moroccan Competition Council would need to investigate the actual competitive effects, market structure, contractual relationships, and any objective justifications.

9. Remedies and regulatory measures

Where unlawful territorial restrictions are established, possible remedies include:

1. Removal of unlawful exclusivity: Eliminate contractual provisions that unnecessarily prevent franchisees from competing.

2. Territorial flexibility: Allow franchisees to accept customers outside their territories under reasonable operational conditions.

3. Customer choice: Permit customers to select alternative franchisees where operationally feasible.

4. Online booking freedom: Remove unjustified restrictions on digital customer acquisition.

5. Transparent franchise agreements: Clearly distinguish operational territory allocation from restrictions on competition.

6. Non-discriminatory conditions: Apply objective commercial and operational requirements consistently.

7. Contractual review: Reassess excessive territorial restrictions and their duration.

8. Competitive procurement: Permit corporate customers to compare alternative courier services.

9. Competition compliance programmes: Introduce internal monitoring and training for franchise managers.

10. Contractual nullity: Apply Article 10 where the relevant contractual clauses concern prohibited practices.

10. Conclusion

Courier Franchise Territorial Restraints represent an important competition-law issue because courier networks depend on geographical organisation, local infrastructure, franchise investment, and coordinated delivery systems.

Under Moroccan Law No. 104-12, Article 6 is particularly relevant to territorial market allocation and agreements restricting market access. Article 7 addresses abusive conduct by dominant undertakings and exploitation of economic dependence. Article 9 provides a framework for qualifying efficiency-enhancing agreements, while Article 10 addresses the nullity of prohibited contractual clauses.

The comparative decisions in Consten and Grundig, Pronuptia, Delimitis, Erauw-Jacquery, Pierre Fabre, Coty, Metro, and Société Technique Minière provide important principles for examining franchise exclusivity and territorial restrictions.

The central legal principle is that courier companies may organise geographical territories to improve delivery efficiency, but they should not use franchise agreements to create artificial geographical monopolies, divide customers, or unnecessarily prevent competition.

11. Quick case-law revision table

Research qualification: These eight are comparative European decisions, not Moroccan judgments specifically concerning courier franchise territorial restraints. They provide persuasive analytical guidance rather than binding interpretations of Moroccan law.