Termination Distribution Agreement Spain
Since there is no legislation or unanimity in the case law on the resolution of disputes related to the termination of distribution contracts, they must be addressed by the parties and their representatives. That is why it is important to regulate and implement dispute resolution. In a recent order („auto“) of the Supreme Court of 20 November 2019 (ATS 12255/2019 on the inadmissibility of an appeal), the Tribunal had the opportunity to revisit this case and confirm the criteria of the latest case law: that distribution contracts take into account the order of magnitude to be taken into account in the application of the analogy and the calculation of the goodwill compensation, „net margins“. Recently, however, the Supreme Court judgment of 1 March 2017 (confirmed by another of 19 May 2017) considers that the determination of the amount of customer compensation in a distribution contract cannot be based on the „gross margins“ achieved by the distributor, but on the „net margin“. In order to reach that conclusion, the Court refers to a judgment delivered by the same court in 2016 and to other judgments delivered in 2010 and 2007. In the commented judgment of 26 March 2008, the Supreme Court upheld the decision of the previous court and reaffirmed its position on distribution agreements and the similar application of the Agencies Act. The main feature of the commercial agent contract is that a natural or legal person (the agent) has agreed permanently or regularly with the contracting entity, in return for payment of a consideration to be agreed, to promote commercial transactions or transactions on behalf of that contracting authority, without taking on the risk and risk of such transactions. unless otherwise agreed. With regard to compensation for goodwill (customers), the Supreme Court accepted that it should not be due because it has not been demonstrated which customers are produced by the concessionaire and can still bring benefits to the supplier after the termination of the contract.
The franchise agreement gives the right and obliges the franchisee to use the trademark and/or trademark or service mark for the goods and/or services, know-how and techniques and techniques that must be specific to the franchisee`s activity, material and uniqueness, procedures and other intellectual property rights, supported by the provision of ongoing commercial and technical assistance within the framework of and during the term of the franchise agreement between the parties, all the above-mentioned points, regardless of the supervisory powers that may be conferred by contract on the franchisee. . . .