• Agency agreements: The expiration term of one year for goodwill compensation claim is applicable to independent agency agreements even if other agreements between the same parties exist.

    The Provincial Court of Pontevedra (judgement of May 22 2017; rec 213/2016) analysed several contracts between Dismaca, SA (agent) and Repsol Butano, SA (principal). Although the agent alleged that it was a mixed contract and not an agency one, the Tribunal concluded that there was an agency contract independent of others that might exist between the parties. The discussion was

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  • Distribution contracts and goodwill (clientele) compensation: gross or net margins? The Supreme Court Judgement of March 1st 2017

      The recent Supreme Court judgment 137/2017 of 1 March (rec 2672/2014) considers that the criteria to calculate the amount of goodwill (clientele) compensation in a distribution contract cannot follow the criterion of the “gross margin” obtained by the distributor, but the “net margin”. In order to reach this conclusion, the Court follows its judgment 356/2016 of 30 May (rec

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  • Settlement of conflicts in franchise agreements. Arbitration and mediation

      The relationship between franchisor and franchisee in a franchise agreement has a certain complexity as we all know well. In Spain, it can also be deduced from our internal legislation (primarily the Retail Act and Royal Decree 201/2010). In fact, we have not in Spain specific regulations on the content of the franchise agreements, so its elements (how to

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  • New “Agency and Distribution” chapter

    Even Abogados is happy to inform you that a new edition on the series “Getting the Deal Through” has been recently published. This is the Second Edition for 2016 on Agency and Distribution. Our Partner Ignacio Alonso has drafted the chapter related to Spain. The book contains a detailed questionnaire for 17 different jurisdictions and permits to have a first approach to the subject

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  • Agents and Distributors: How to claim Clientele Compensation

      Conflicts when terminating agency and distribution contracts arise mainly in claiming compensation for clientele. Agency Act provides that when the contract expires, the agent is entitled to compensation, which, by analogy (with caveats and nuances), can be extended to distributors. For this compensation it is necessary that the agent has brought new customers or significantly increased operations with the

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  • Franchisors: When do they have to register

      The law requires that the party seeking in Spain to develop the activity of transferring a franchise must communicate its data to the Register of Franchisors within 3 months from the start of the activity. Failure to comply with this obligation may involve sanctions between 3,001 and 15,025 euros. However, before deciding to develop a franchise in Spain, franchisors

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  • Goodwill Indemnity in Agency and Distributorship Contracts: Recent Trends

    Negotiating and drafting international Agency or Distribution agreements not always an easy question because it regards what is governed during the agreement but also the important consequences (in term of legal requirements and economic consequences) of the termination. This paper is a mere summary of what has been presented and discussed in Munich in September 10 2016 by Ignacio Alonso

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  • Options, futures, CFDs and other “incomprehensive” products

    Many companies are offered as intermediaries to invest in financial derivative products. Once reserved for large investors, today anyone can invest in options, futures or CFDs. The operation is usually performed through sophisticated platforms that transmit orders to markets through the Internet with a speed and reliability unthinkable a few years ago. Some of these complex products are particularly volatile,

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  • The mistery of the non-existent distributor or why to consult a lawyer

    The facts A few days ago I got a call from a Spanish winemaker (I will call it “the Producer”), he had received an order online from a French company (I will call it “the Distributor”) who wanted to sell their wines in the UK. The distributor had sent his French Kbis extract (similar to our simple registration note), a scanned

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  • Eight key points to verify if your contract is a suply or a distribution agreement. Clientele compensation

      Quite often the purchase/resell commercial relationships between a manufacturer and its retailors is carried out without signing a contract, but with subsequent orders: the manufacturer receives it, then he sends the products, the retailor pays and then he resells to the final customer. In Spain, as it is known, there is not a “distribution contracts Act”, but courts have accepted a certain

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  • Evidences of foreign law in proceedings in Spain: new regulation.

    A new disposition (Act 29/2015, of July 30) on international legal cooperation in civil matters has come into force. The Act introduces many new features on the matter and in particular, how to prove foreign law that might be applicable to the case. The regulation on foreign law applicable in the procedures in Spain is quite curious. So far, the

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  • What is and what is not a franchise. Some ideas before signing a Franchise agreement in Spain

        When considering signing a franchise agreement, you should know well what it is. Our experience advising in Spain to domestic and foreign franchisors and franchisees, evidences many problems that could have been prevented by following some simple recommendation and seeking the prior expert advice. Note that as a prospective franchisee you are before an important decision. Much of

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  • Foreigners resident in Spain. New regulation on succession.

      The European Regulation 650/2012 on jurisdiction and applicable law in matters of successions and on the creation of a European Certificate of Succession has come into effect. It affects heirs of people who deceased from August 17, 2015. In case of inheritances, the general rule in Spain was to apply to the heirs the law of the country of

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  • Getting The Deal Through Agency & Distribution 2015

    Even Abogados is happy to inform you that a new edition on the series “Getting the Deal Through” has been recently published. This is the First Edition on Agency and Distribution. Our Partner Ignacio Alonso has drafted the chapter related to Spain.     The book contains a detailed questionnaire for 17 different jurisdictions and permits to have a first approach to the

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  • Distribution contracts: Non-attainment of the agreed minimum turnover

      The Supreme Court has confirmed in a Judgement of December 11, 2014 that the excessive turnover agreed by the parties could not be considered reasonable and, therefore, could not justify a unilateral termination by the Supplier because of a previous infringement of the Distributor. The parties were Agco Iberia S.A. (Massey Ferguson) as Supplier, and the Distributor Agrícola Madrileña who

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