A Legal Study on the UK Commercial Agency Law
Date Issued
2015
Date
2015
Author(s)
Sung, Shih-Ching
Abstract
ABSTRACT With the global economy and international trade vigorously developed, a new type of commercial contract called “Commercial agency”, was created. Commercial agents are representatives whose main role is to help supplier, manufacturers (principals) to market, promote their goods and services, and to build, develop a customer base or goodwill for their principals in return for commissions on sales. Commercial agents are defined as “Middleman”, who usually having continuing and frequent collaboration relationship with their principals, and being integrated into the sales system of the goods. In 1986, the EEC Council of Ministers enacted the Directive on self-employed commercial agents. Based on civil law rational, the objectives of the Directive are to reinforce the protection of commercial agents as well as harmonise the national laws of the Member States regulating the relationship between commercial agents and their principals. Prior to the implementation of the Directive, followed by Germany, many European countries had had legislative protection towards commercial agents. However, in the UK, commercial agents were not recognized as a separate category from other agents and neither had statutory protection. The relationship between commercial agents and principals was governed by the common law rules on agency. Moreover, civil law rational regarded commercial agents as the weaker party in the commercial agency relationship, in the UK however, traditional common law rules regarded principals as the party in need of protection, even imposed a wide range of fiduciary duties on commercial agents. The implementation of the Directive in the UK has been done via the Commercial Agents (Council Directive) Regulations 1993, which copy almost word for word the civilian-based Directive. The Agency Regulations provide commercial agents with a legal status regulated by its own text. As a result, civil law rational such as the duty of good faith, the protection towards the commercial agents, are brought to the UK and bring significant impact and change to the UK common law rules of agency. This paper will start from the study of the common law rules of agency, including the concept of agency, creation of agency, the relationship between agents and principals during the agency contract and after the agency contract being terminated. And the main purpose of this paper is to show how and to what extent the Directive effects the UK common law rules of agency, especially will focusing on the obligation of the good faith and the right to receive indemnity/compensation after the termination. In addition to the Agency Regulations, the interpretation and application of alien concepts in the Agency Regulations as well as the attitude towards civil law rational made by the courts, are important resources to form the whole commercial agency law in the present UK and to analysis future development.
Subjects
Commercial Agency
Self-employed Directive
Commercial Agents (Council Directive) Regulations 1993
Common Law Rules of Agency
Type
thesis
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