گروگان، عامل بازدارنده حاشیه ای و قراردادهای فرانشیز (فرانچایز)

In this paper, I examine the nature of hostages in long-term contracts. The definition of a hostage is improved relative to the rents attached to a contract. In addition, I show that hostages need to reflect marginal deterrence (fitting the crime) and operate similarly to the same principle in the criminal law. Some empirical observations are presented from franchise systems and support the marginal-deterrence hypothesis.

This paper contributes to the understanding of hostages in long-term contracts. Two areas are of concern. First, the hostage has proved very useful in the study of long-term contracts but its definition has varied across authors and would benefit from some tightening up. Secondly, hostages are typically seen as discrete entities equal to the entire net value of the contract to the hostage poster. An implication is that such ‘total’ hostages should completely stabilize contracts, when in fact we observe contracting parties exerting efforts that fall short of calling in the hostage and that are aimed at suppressing opportunistic behavior. It is the thesis of this paper that such efforts reflect marginal deterrence and operate similarly to the same principle in the criminal law. Several ‘mini hostages’ will usually be present, with each being sufficient to control different potential hold-up problems. Observations on marginal deterrence throw some light on the debate Klein, 1995 and Klein, 1996 over the extent to which hostages are linked to rent flows in the contract. The structure of the paper is as follows. I briefly outline hostage analysis in relation to the private enforcement of contracts and then move on to give some precise definitions in terms of quasi-rents and contract-specific expenditures. Next, I introduce marginal deterrence as the appropriate means to stabilize a contract. Finally, I illustrate marginal deterrence with enforcement mechanisms from case studies of franchise contracts before drawing my conclusions together.

In general, a disciplinary hostage can be based on any value that will contribute to offsetting the temptation to cheat at some point in the contract, which should be interpreted in terms of marginal deterrence. At the contract-design stage, which is of great interest in transaction-cost economics, the hostage can use some or all of contract returns, which ex post will have quasi-rent characteristics. The hostage may even be enhanced by the use of auxiliary devices such as restrictive covenants. It does matter who incurs the sunk cost of specific investment, since their value is expected to be returned to the holder of property rights in the investment, and incurring the sunk cost usually defines the property right. Franchise contracts give an excellent illustration of the systematic development of 'mini hostages' that are matched to particular forms of contractual discipline.