This new Second Edition of the acclaimed & successful work, originally produced by the EEC Law Commission of the Association internationale des jeunes avocats (A.I.J.A.), has now been thoroughly revised, updated, & also expanded to include EFTA countries. An assessment of EEC (and in turn the situation pertaining to EFTA states) law & jurisprudence as it affects agency, distribution & franchising agreements is made at the outset. There then follows a detailed comparative analysis of the different national legal regimes (country by country) governing such arrangements within the EC & EFTA states, & an explanation of the extent to which EC law & practice is or may already be applicable to them. The systematic & thorough research presented in this text is structured to facilitate cross reference & comparison, & supplemented by case law & legislative references. The authors are practitioners of law who are frequently involved in the field of commercial agency & distribution agreements in the twelve member states, & members of the Association internationale des jeunes avocats (A.I.J.A.).
International Commercial Agency and Distribution Agreements is a much-used practical guide to drafting and negotiating commercial agency, exclusive distribution, and franchising agreements. In this enriched second edition of a proven, indispensable practical guide, the contributors have all updated their country reports with recent cases and commentary and an abundance of new sample clauses and other practical features. In addition, four major jurisdictions - Brazil, England, Japan, and the United States - have been added, bringing the total number of country reports to nineteen. What's in this book: The first edition is well known among commercial law practitioners as the preeminent hands-on guide to drafting effective distribution agreements tailored specifically to countries in which foreign direct investment is a major component of the economy. This second edition keeps the original format, with each chapter covering all the following matters and more: pre-contractual information disclosure; administrative formalities and reporting obligations; role of professional bodies; applicable vertical restraints; applicable private international rules; availability of EU block exemptions; rights and obligations of all parties to each other and to third parties; intellectual property rights; data protection; provisions for Internet sales; undertaking not to compete; right to indemnities; sanctions in case of noncompliance; sub-distributors; resale pricing; liability toward end users; warranties; grounds for termination; damages in the event of unjustified (abusive) termination; acquisition or lease of site by franchisee; post-contract improvements and modifications of standards and specifications; franchisor's initial and continuing assistance to franchisee; and bankruptcy procedure. Local experts provide detailed information on specific applicable law, major current case law, drafting guidance with specific clauses, and official English versions of relevant primary material. Case law summaries clearly expose the issues from which disputes arise, - and the financial consequences of those disputes - and the practical discussion includes sample clauses designed to anticipate those issues and avoid the pitfalls to which they often lead. How this will help you: This book helps the readers gain a comprehensive understanding of legislation, regulation, and case law affecting distribution agreements in major jurisdictions worldwide and thereby confidently approach the contractual specifics and possibilities offered in each jurisdiction. The ready-to-adapt contractual clauses provided on a case-by-case basis serves as a handbook to corporate counsel, legal scholars, and other lawyers negotiating international commercial distribution agreements.
The use of foreign commercial intermediaries is fundamental to international business: one half of all exports are handled by foreign agents and distributors. In consequence lawyers are frequently called upon to prepare or review agreements between suppliers and prospective intermediaries overseas. This work should enable them to do just that.
This authoritative, practical reference describes the law of the European Union relating to commercial activity, distribution and franchising, together with a comparative analysis of law of the 15 member states, Switzerland and Norway.
The rules presented in this volume of "Principles of European Law" deal with commercial agency, franchise and distribution contracts, and with other contracts where one party uses the other party's skill and efforts to bring its products to the market. Although these Principles are not directly applicable to other long-term (commercial) contracts, some of the Articles may be applied to such contracts by way of analogy where appropriate. The economic function of all three contracts is that they are instrumental in bringing products to the market. They are so-called vertical agreements, as they are agreements between economic actors on different levels in the production and distribution chain. Obviously, the economic importance of these contracts is enormous since they form the connection between producers and retailers who sell the products to consumers and other final users. There are only very few economic sectors where producers regularly sell their products directly to final consumer users. Goodwill compensation after the ending of a distribution contract, the moment at which the agent's commission is due, the franchisor's obligation to maintain the good reputation of the network are but a few examples of issues where specific rules are needed in order to give legal practice some guidance and to provide practitioners with a reasonable degree of legal certainty.
