Terminating an Agency Agreement – Breach of a Commercial Agency Agreement – Compensation for Agents

PJ Pipe and Valve Co Ltd v Audco India Ltd [2005], the Court ruled that damages for a breach of a commercial agency agreement should be assessed on a flexible basis according to the particular facts of each case.

The claimant, PJ Pipe, is an agency in the petrochemicals industry, promoting and selling products in this industry. The defendant, Audco, is based in India and manufactures valves some of which are used in the petrochemical industry.

Audco hired PJ Pipe as their agent and entered into two agreements with them. In 2001, they entered into an Agency Agreement granting PJ Pipe the right to sell products as its agent in Nanhai (the “Nanhai Agreement”). In 2002, the two parties entered into a general exclusive agency agreement which gave PJ Pipe exclusive rights to represent six named UK contractors for a period of two years expiring on 31 December 2003 (the “Exclusive Agreement”).

In September/October 2002, Audco breached the Exclusive Agreement by employing an alternative UK agent and by purporting to terminate the Exclusive Agreement with PJ Pipe before the expiration of the term of the Exclusive Agreement.

PJ Pipe accepted the breach and commenced proceedings against Audco for commission and damages under the two agreements.

Regulation 17 of the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053, , provides: ‘(6) . the commercial agent shall be entitled to compensation for the damage he suffers as a result of the termination of his relations with his principal. (7) For the purpose of these Regulations such damage shall be deemed to occur particularly when the termination takes place in either or both of the following circumstances, namely circumstances which- (a) deprive the commercial agent of the commission which proper performance of the agency contract would have procured for him whilst providing his principal with substantial benefits linked to the activities of the commercial agent; or (b) have not enabled the commercial agent to amortize the costs and expenses that he had incurred in the performance of the agency contract on the advice of his principal.’

The case concerned a number of issues, for instance, whether the claimant was a commercial agent within the meaning of the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 (see above) and the approach to be taken in the calculation of the amount of compensation, if any, arising under Regulation 17 of the Regulations. The arguments centred on whether the approach of the French courts should be adopted whereby the level of compensation was fixed as the global sum of the last two years’ commission or the sum of two years’ commission calculated over the average of the last three years of the agency contract, although the court retained a discretion to award a lesser sum.

PJ Pipe argued that a 5% commission rate should have been awarded as this was the standard commission rate in this industry. Audco contended that there was no such standard commission rate but rather the commission rate depended on a number of factors which would reduce the rate to 3.5%.

The Court concluded that:-
the “rule of thumb” commission level in the oil, gas and petrochemical supply business is 5%;
to reflect commercial reality, the 5% figure is not immutable and will be fact sensitive to the relevant case, particularly when either low or large value orders are involved;
for small amounts of work undertaken late in the day, the commission rate would be 4.5%;
where PJ Pipe had simply “opened the door” for Audco in Nanhai the commission rate would be 3%;
PJ Pipe was a commercial agent for the purpose of The Commercial Agents (Council Directive) Regulations (“the Regulations”) as PJ Pipe played a crucial role in effecting introductions, persuading contractors to deal with Audco and assisting with quotations and queries;
in accordance with the Regulations, the Court should gauge the loss to PJ Pipe by the termination of the agency and avoid any double counting;
the Court need not confine itself to the French two-year tariff approach when assessing loss (the global sum of the last two years’ commission or the sum of two years’ commission calculated over the average of the last three years of the agency contract); and
PJ Pipe was entitled to compensation of $118,518.60 under the Regulations as well as damages for loss of commission.
It is likely that Audco will appeal this award.

If you require any advice on drafting or termination of agency agreements, please contact us at [email protected]

© RT COOPERS, 2005.

This Briefing Note does not provide a comprehensive or complete statement of the law relating to the issues discussed nor does it constitute legal advice. It is intended only to highlight general issues. Specialist legal advice should always be sought in relation to particular circumstances.

Bankruptcy Attorney – Tips For Choosing the Best One

Your bankruptcy attorney plays the most important role in handling your bankruptcy case. The bankruptcy laws are so complex that it is not possible for you to understand all the ins and outs associated with the same. What is more, the inclusion of the new bankruptcy laws has made it much more complex and complicated. The bankruptcy attorney is a specialized person, who knows how to use the various sections of the bankruptcy laws, to defend the bankruptcy claim for you. Therefore, if you are thinking about handling your bankruptcy case yourself, you must think twice. However, you should also note that not every bankruptcy attorney is the right one for your specific bankruptcy case. You are supposed to be very careful while choosing the one. Several factors seek your careful consideration in this regard. The more efficient your bankruptcy attorney is, the more are the chances that you will be able to defend your bankruptcy claims successfully.

License To Handle Bankruptcy Cases In A Specific State

Perhaps, the first thing that you need to look into, before hiring a bankruptcy attorney is to check, whether he or she is licensed to handle bankruptcy cases in your state. Since the bankruptcy laws differentiate widely from one state to another, it is important for you to make sure that the bankruptcy attorney you have chosen is thoroughly aware of the specific bankruptcy laws that are applicable in your state.

Are You Comfortable With The Bankruptcy Attorney?

The next big thing that you need to do is to make sure that you have good comfort level with the bankruptcy attorney you have chosen. It is very important because filing bankruptcy is a very crucial thing, and you want things to be done thoroughly. An experienced bankruptcy lawyer will take all your worries and make things much easier for you. The best way to determine if the bankruptcy attorney is the right one for you is to interview them. Ask as many questions as you want to. Ask about their qualifications and experience. Ask if they have handled your type of bankruptcy cases earlier as well. If yes, what is the success rate?

Bankruptcy Attorney Fee

Of course, budget is one of the most important elements in this regard and you cannot ignore this. Therefore, make sure that the first of the few things that you inquire about is regarding the fee they will charge. Make sure that you are capable enough to pay the fee. Usually, the bankruptcy attorney charges a substantial fee.

What Can A Business Lawyer Do For A Company?

Business or commercial law deals with aspects of commerce including trade, sale, rights, conduct and merchandising. The experts proficient in the law are called business lawyers and if you’ve set up a company that intends to cater to a large populace or deal with clients from out of state, hiring a business lawyer should top the list of to-dos.

Business lawyers cater to different areas of business. They may be tasked to handle most legal affairs or concern themselves with rights and conduct. It depends on you and how much you’re willing to share responsibility. What’s important is finding a good lawyer, one who’s been practicing for many years.

All businesses irrespective of size have use for at least a couple of services provided by business lawyers. Unless the management is itself made up of these professionals, having at least one as part of the core team is essential. Let’s take a look at how exactly you stand to benefit by hiring a good lawyer.

Understanding of rights and responsibilities simplified

Commerce and trade need to be conducted according to certain rules and laws. It’s a vast field like all areas of law and difficult to comprehend for a layman. What a business lawyer will do is explain the responsibilities and rights you, as the business owner, have and can exert with respect to the company, clients and customers. This gives you the knowledge of what can and can’t be done and prevents the company from being dealt with lawsuits and other undesirables.

Drawing contracts

Even if you’re running a small business that deals only with cell phones, for example, you’ll have to find vendors, negotiate, seek necessary permits, meet state guidelines and a whole lot of official to-dos. A business lawyer can show you the way and help draw up contracts that protect you, your associates, employees and the business.

Help with initial public offerings

When your business picks up speed and you’re confident that the road ahead will bring in profit you might decide to go public with an IPO. The process can be time-consuming in that there will be changes to the organization of the company. With a business lawyer, you’ll be able to see the process go smoothly and concentrate on immediate areas that need your time.

Help with disputes

There will always be disputes in a company no matter how well organized it is. If the time comes when you’re facing a lawsuit and you don’t have a good lawyer in tow you could see huge losses in attorney fees, settlements and other expenses. By hiring a lawyer at the outset to complete your core management team, dealing with disputes becomes easier and you’re less likely to lose out.

Not all business lawyers have the complete set of skills needed to help run a business smoothly. The larger your company, the more lawyers you’ll naturally need. Still, if you can find people skilled in various areas, you’ll have fewer professionals to deal with.

The lawyer or lawyers you hire should have practiced in areas relating to real estate, taxes and licenses, contracts, intellectual property rights and business organization. Hiring a lawyer who engages in drawing up wills, for example, is pointless as the field isn’t related to business. So, spend good money on good business lawyers whose priority is the protection of your business and your interests.

Corporate and Commercial Lawyer and Law Practice Areas

Other than the work responsibilities, the business including corporate and commercial sectors deal with different complex agreements, arrangements, contracts etc. Guidance is a must for a smooth and profitable running of business and legal services. This is the place where a professional corporate and commercial lawyers play a crucial role.

Leading law firms that come with experienced corporate and commercial lawyers are known to serve different participants of the business world, like the entrepreneurs, enterprises, businessmen, corporations, business organizations and various companies. The experts deal with different matters of their clients by taking into accounts the intense competitive business practices and trends.

Through this article, we will come to know more about the corporate and commercial law practices and lawyers in detail. Please go through the points discussed below.

Corporate Compliance

Every national or international business is required to follow some strict regulatory rules and regulations. A breach of such rules can result in corporate probation or may be any kind of ignominious legal actions. Professional corporate lawyers believe that these rules and regulations are essential to follow for maintaining the profitability, goodwill and popularity of any company or corporation. This is why they serve clients with corporate compliance legal services to different sectors of the economy.

Law Practice Areas

If we talk about the law practice areas, the experienced lawyers working in a law firm offer legal assistance for different commercial issues, like advices for the formation of any company, services for varied commercial and corporate contracts etc.

More about the law practices; the attorneys also serve individuals looking for legal assistance related to intellectual property matters, capital market, insurance matters, public relations, industrial relations, human resource management etc.

Research Aspects of Corporate Law

Like a personal injury lawyer and other kinds of professional attorneys, a corporate lawyer also opt for researching different aspects of law including accounting, securities law, bankruptcy, tax law, intellectual property rights and other regulations concerning business specifics. The lawyers always keep one thing in mind that a transaction is not conflicted with different kinds of law including federal, local or state laws.

Team Oriented

As compared to other kinds of trial law, the corporate law is found as team-oriented. Rather than behaving as strict competitors in the court, they work on common goals that can help clients of both. They make use of their incisive mind and skills to make things clear between the parties, both in terms of written and oral form of communication.

Thus, from the above discussions, it can be said that corporate and commercial law practice areas and lawyers come with different aspects as compared to other trial laws and lawyers.

How to Find a Commercial Law Attorney for Your Business

Good management is essential to keeping any business afloat. So is good legal advice. One person who can help you manage your company’s legal affairs is an experienced commercial law attorney. Commercial law is the term used to refer to the various statutes, regulations, and other legal requirements involved in forming, operating, and dissolving a business. Businesses are considered legal entities that must abide by various laws, including contract laws, environmental laws, employment laws, intellectual property laws, and laws governing commercial transactions, among others. Commercial law is extremely diverse and complex. To ensure that your company is complicit with the various laws affecting your business, you should consult an experienced commercial litigation attorney before start-up.

There are many lawyers to choose from, so it is best to do research to find the right person for the job. One good source of advice is other entrepreneurs who have built successful businesses. They can often refer you to commercial lawyers who helped them achieve their goals. You can also talk to other people who have experience working with lawyers. When you find a lawyer who you believe is a good fit, you should meet with him. Talk to him, ask questions. The following are important criteria to consider when choosing a lawyer for your business:

  • The lawyer you choose should have experience and expertise in commercial law. He should be able to guide you in choosing what kind of business entity to establish. He should also have experience with taxation. He should be able to create a variety of business contracts for use in all of your business dealings.
  • The lawyer should be able to defend you and the business should contract disputes arise.
  • A business lawyer should be up to date with changes to business laws and be able to give you sound advice.

A commercial law attorney can help your business in a variety of legal matters, including taxation, employment contracts, intellectual property protection and compliance with various environmental and consumer protection laws at both the state and federal level. In addition, the attorney can represent your business interests in a variety of transactions, including real estate transactions, contract disputes, product liability lawsuits, and much, much more.

To keep a business running, it takes a combination of the right people, the right ideas, and good decisions. When you choose a knowledgeable commercial attorney, you can be sure that the legal side of your business is in good hands. The Corpus Christi commercial litigation attorneys at Snapka Law Firm have the experience and resources to successfully represent your company’s interests throughout the course of your business.