In the September 7, 2016 decision, the court granted a two-year rescission remedy to the franchisees primarily because the franchise disclosure document (FDD) did not contain a copy of the head lease (and associated cost information), despite the fact that no site had been identified, and therefore no head lease existed, at the time of disclosure […]
The new CCU provided that the new law was to be applied to the consequences of any contract still in operation or renewed, despite that it has been executed under the old Commercial Code, according to which distribution agreements were not legislated and were considered not-nominated contracts. The Court limited the expression consequences of […]
Successful franchising companies always base their business model in their own know-how, therefore the principles set up by this Directive are relevant for such companies. The Directive obliges Member States to adopt the necessary legal and regulatory measures aimed to provide a better protection of commercial secrets within the EU, within a two years’ term. […]
Distribution disputes under the Puerto Rico Dealers Act (“Law 75”) are governed by a three-year statute of repose that cannot be tolled by extrajudicial claims. Extrajudicial claims are the normal way of tolling the statute of limitations for tort actions under Art. 1802 of the Civil Code of Puerto Rico. Although the text of Law […]
The Court has nevertheless granted the goodwill compensation to the Agent. The Court of Appeal has declared that it had been proved: The parties had signed an agency contract. It was also proved that the Agent did not reach the targets in 2013 (sales were a 33% of the previous year). There was a clause […]
As we have been discussing during our 2016 IDI annual conference (Turin – Italy, 3-4 June 2016), the EU Commission is actively engaged in pursuing its Digital Single Market Strategy. In this context the Commission issued on September 15, 2016 a Preliminary Report on the E-commerce Sector Enquiry, which deals with a number of crucial […]
1. The legal nature of long-standing relationships with resellers In cross-border commerce it is rather common to face situations where a supplier sells on a continuative basis his products to a company which resells them in a certain territory, without having signed a long-term agreement. The parties simply conclude a series of individual contracts of […]
Indeed, the proprietor of a trademark runs the risk that his agent or representative, who may be allowed to use the mark by virtue of the contractual relationship, may register the mark in his own name without the proprietor’s consent during the contractual relationship or may, after its termination, refuse to cancel or reassign the […]
Such minimum purchase obligations are not to be confused with purchase- or sales-targets which create an obligation for the distributor to make its best efforts to realize such targets. Generally the non-attainment of minimum purchase obligations indeed results in an early termination by the supplier. It is, however, less common that damages are claimed by […]
If the document is delivered electronically, the following requirements must be met: (a) the document is delivered in a form that enables the recipient to view, store, retrieve and print it; (b) the document contains no links to external documents or content; (c) the document contains an index for each separate electronic file, if any, […]
1 Background Prior to 2016 non-competition, non-solicitation and non-recruitment arrangement was (as a general rule), subject to the “freedom of contract” principle. There were a few limitations to this principle, eg the Agency Act article 34 which limited an agreement restricting the business activities of a commercial agent following termination of the agency contract […]
By this judgment, the BGH decided on a question, which has been disputed in distribution law for a long time and put distributors on an equal footing with commercial agents in this respect. 1. BGH: No contractual exclusion of the compensatory claim for distributors doing business outside of Germany but within the EU/EEA […]
The activities of the Drafting Committee have initially led to the presentation on 16 June 2015 of a consultation version of the Dutch Franchise Code, after which stakeholders were given a period of (only) six weeks to submit their input to this code. This procedure has led to a great deal of criticism on the […]
Before the Supreme Court, Taewoong Inc. claimed that during the arbitration proceedings, Taewoong Inc. was prevented from presenting its views on decisive matters, which was contrary to fundamental principles on for instance contradiction. Further, Taewoong Inc. also claimed that contrary to section 28 (3) of the Arbitration Act, the tribunal had made an award based […]
In a recent decision of the Commercial Court – Vinegy International (PVT) Ltd v Richmond Mercantile Ltd FZC [2016] EWHC 525 (Comm), [2016] All ER (D) 150 (Mar) the court had to consider an exclusive supply contract – not a franchise agreement – but the case raised interesting issues which are relevant to franchise agreements […]
The 2016 IDI conference took place in Turin on 3-4 June 2016 and was attended by over 150 participants coming from all over the world. among the attendants there were not only qualified lawyers but also in-house counsels of important companies, all willing to exchange their views and experiences in distribution matters. On Friday 3 […]
The main purpose of the Draft Law is to protect companies and individuals, that become part of an independent commercial network, mainly by imposing upon the grantor an obligation to provide them with detailed pre-contractual information. Hence the pre-contractual disclosure obligation, which at present is provided only for franchising contracts, would be extended to any […]
In its judgement of 7 April 2016, the European Court of Justice (“ECJ”) has provided guidance to the national courts concerning the concept of “new customers” within the meaning of Article 17 (2) (a) of Council Directive 86/653/EEC of 18 December 1986 (“the Directive”). Article 17 (1) of the Directive provides that EU Member States […]
