321 STJ rulings address franchise contracts, 40% of them on taxes

The Superior Court of Justice (STJ) publishes as open data its ruling summaries (espelhos de acórdãos), a document in which the Case Law Secretariat systematizes the headnote, legislative references and supplementary information. The indicator locates in this database the rulings on franchise contracts and separates them by year, by adjudicating body and by topic, using rules applied to the text. A total of 321 rulings were identified in 818,724 summaries, 166 in private law bodies and 147 in public law bodies.

The subject matter changed profile over the period. Before 2015, 98 rulings dealt with taxes and none with arbitration; from 2020 onward, there are 16 on taxes and 24 on arbitration. The tax topic concentrates 40.2% of the total, and 63 of these 129 rulings refer to postal franchising, a regime with its own rules. Termination appears in 53 rulings, annulment in 31 and arbitration in 28, of which 13 mention an adhesion contract in the headnote.

The headnote of 42.4% of the rulings cites Súmula 5 or Súmula 7 of the court, statements of settled case law that bar the re-examination of contractual clauses and of evidence in a special appeal, which limits the formation of binding theses in these cases. Only 1 ruling in the database carries a repetitive appeal theme. Among the rulings that establish a citable position, the list below reproduces, in free translation, excerpts from the headnotes published by the Court, with the case number and the rapporteur.

• Arbitration in adhesion contracts. “All adhesion contracts, even those that do not constitute consumer relationships, such as franchise contracts, must comply with the provisions of art. 4º, § 2º, of Law 9.307/96” (REsp 1.602.076, Third Panel, rapporteur Justice Nancy Andrighi, decided on September 15, 2016).
• Arbitration in adhesion contracts. “There is no question of nullity because of the inclusion of an arbitration clause in a franchise contract, since the adhering party is already protected by compliance with the formality provided for in Article 4º, § 2º, of Law No. 9.307/1996” (REsp 2.131.001, Fourth Panel, rapporteur Justice Maria Isabel Gallotti, decided on October 13, 2025).
• Arbitration and the Labor Courts. “the matter must be resolved by applying the rule set out in art. 313, V, of the Code of Civil Procedure of 2015, which requires the proceedings to be stayed when the judgment on the merits depends on a declaration of the existence or non-existence of a legal relationship that constitutes the main subject of another pending proceeding” (CC 184.495, Second Section, rapporteur Justice Ricardo Villas Bôas Cueva, decided on June 22, 2022).
• Disclosure document. “Failure to deliver the COF within the minimum legal period of 10 days before the signing of the contract and the payment of the franchise fee prevents the franchisee from exercising the right to reflect on and analyze the terms of the deal, the suppression of that right itself constituting harm” (AREsp 2.611.026, Fourth Panel, rapporteur Justice Raul Araújo, decided on March 9, 2026).
• Disclosure document. “the voidability provided for in art. 4º of Law No. 8.955/94 is neither absolute nor automatic, and must be interpreted in harmony with the principles of objective good faith, preservation of contracts and no nullity without a showing of harm” (AREsp 2.757.839, Fourth Panel, rapporteur Justice Raul Araújo, decided on March 16, 2026).
• Duty of disclosure and termination. “In the termination of the contract for breach, as a result of failure to observe the ancillary duty of disclosure, the point is not to annul the legal transaction, but rather to ensure the effectiveness of objective good faith and of the commutativity (equivalence) and synallagmatic nature (correspondence) inherent in the social function of the contract entered into by the parties” (REsp 1.862.508, Third Panel, rapporteur Justice Ricardo Villas Bôas Cueva, decided on November 24, 2020).
• Non-compete. “a non-compete clause stipulated without temporal and spatial limitation is abusive and therefore null” (REsp 2.211.893, Fourth Panel, rapporteur Justice Maria Isabel Gallotti, decided on February 9, 2026).
• Franchisor liability. “Franchisors are responsible for organizing the service's chain of franchisees, thereby taking on joint and several liability for damages arising from the inadequacy of the services provided under the franchise” (REsp 1.426.578, Third Panel, rapporteur Justice Marco Aurélio Bellizze, decided on June 23, 2015).
• Choice of forum. “A choice-of-forum clause agreed in a franchise adhesion contract is valid, provided that the vulnerability or economic weakness of the adhering party or harm to access to justice is not recognized” (AgInt no AREsp 484.387, Fourth Panel, rapporteur Justice Raul Araújo, decided on October 25, 2021).
• Consumer relationship. “The franchise contract, by its nature, is not subject to the scope of Law No. 8.078/1990, since the franchisee is not a consumer of the franchisor's products or services, but the one who sells them to third parties, who are indeed the final recipients” (REsp 632.958, Fourth Panel, rapporteur Justice Aldir Passarinho Junior, decided on March 4, 2010).
• Trademark. “registration of the trademark with the National Institute of Industrial Property (INPI) is not a condition of its validity, it being sufficient that the respective application has been made and that its status appears in the Circular de Oferta de Franquia” (REsp 2.096.630, Fourth Panel, rapporteur Justice Maria Isabel Gallotti, decided on March 9, 2026).
• ISS (municipal service tax). “With the enactment of Complementary Law 116/03, in force from January 1, 2004, the franchise activity came to be expressly provided for in item 17.08 of the annexed list of services, and is therefore subject to taxation” (AgRg no AREsp 110.845, First Panel, rapporteur Justice Teori Albino Zavascki, decided on March 13, 2012).
• ISS, thesis of the Federal Supreme Court (STF) transcribed in the headnote. “The levying of the Tax on Services of Any Nature (ISS) on franchise contracts (franchising) is constitutional (items 10.04 and 17.08 of the list of services provided for in the Annex to Complementary Law 116/2003)” (AgInt nos EDcl no AgInt nos EDcl no REsp 1.719.189, First Panel, rapporteur Justice Paulo Sérgio Domingues, decided on June 5, 2023).
• ISS on postal franchising, repetitive appeal thesis. “Postal and telematic services provided by franchised companies, under Complementary Law 56/87, are not subject to ISS, in observance of the tax principle of legality” (REsp 1.131.872, First Section, rapporteur Justice Luiz Fux, decided on December 9, 2009).

How we calculate

The database consists of the Espelhos de acórdãos (ruling summaries) datasets of the STJ Open Data Portal, one per adjudicating body, with the files available up to September 2026, without duplicate records. A ruling enters when the text of the headnote, supplementary information, auxiliary terms, notes, legal thesis, thematic titles of the case law cited or legislative references contains a reference to Law 8.955/1994 or Law 13.966/2019, the expression franchise contract or an equivalent, the word franchising, or the Portuguese words for franchisor or franchisee used as nouns. The Portuguese word for franchise on its own is accepted only as the title of the headnote or together with royalties, know-how, choice of forum or arbitration clause, and never when the record deals with insurance, health plans, telephony, baggage or vehicles. In the bodies that handle criminal matters, records with a crime at the opening of the headnote are excluded, such as robbery at a franchised post office branch, in which the franchise only defines jurisdiction. The year is that of the judgment.

Topics come from regular expressions applied to the same text, and a ruling may have more than one topic. Three topics that appeared frequently in the text, choice of forum, royalties and postal franchising, were added to the initial list. To measure precision, 30 randomly drawn rulings were read one by one: 28 decide on a franchise contract or derive directly from one, with a 95% confidence interval from 79% to 98%. Of the 43 topic labels assigned to these rulings, 39 were correct. A further 30 randomly drawn records among those that contain the word and were rejected by the rules were also read, and 0 dealt with the contract.

Calculated on November 8, 2026. Method version 1.0. Sample: 321 rulings in 818,724 summaries, from 1997 to September 2026.

Frequently asked questions

Does the STJ accept arbitration clauses in franchise contracts?

Yes, with the formality of the Arbitration Law. The Third Panel of the STJ (Superior Court of Justice) stated in REsp 1.602.076 that franchise contracts, as adhesion contracts, must comply with art. 4º, § 2º, of Law 9.307/96, and the Fourth Panel recorded in REsp 2.131.001 that, once this formality is observed, the clause is not null. The database brings together 28 rulings on the topic.

Is the franchisor liable for damage caused by the franchisee to consumers?

The Third Panel of the STJ (Superior Court of Justice) decided in REsp 1.426.578 that franchisors are responsible for organizing the chain of franchisees, which entails joint and several liability for damages arising from the inadequacy of the services provided under the franchise. The ruling summaries database contains 20 rulings identified with this topic.

Does the Consumer Protection Code apply to the relationship between franchisee and franchisor?

No, according to the Fourth Panel of the STJ (Superior Court of Justice) in REsp 632.958, because the franchisee is not a consumer of the franchisor's products or services, but the one who sells them to third parties. The position is repeated in later rulings of the Third and Fourth Panels.

How many franchise cases reach the STJ?

The database of ruling summaries of the STJ (Superior Court of Justice) contains 321 rulings on franchise contracts from 1997 to September 2026. The count excludes single-justice decisions and rulings without a summary, and therefore does not represent the total number of cases. The headnote of 42.4% of these rulings cites the súmulas (statements of settled case law) that bar the re-examination of contracts and evidence.

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