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Dutch commercial agency contract

Dutch commercial agency contract

In the realm of contracts and commerce, agency agreements stand as pivotal frameworks that orchestrate the dynamics between two principal entities: the principal and the agent. This arrangement, deeply rooted in legal formalities, emboldens the agent to mediate and possibly conclude contracts on behalf of the principal, a role that necessitates neither subservience nor inferiority to the latter. Our Dutch agency lawyer explains the most important aspects.

What is the Essence of an Agency Agreement?

At its core, an agency agreement is a binding contract where the principal commissions the agent. This commissioning involves the agent’s commitment to mediate in the formation of contracts for a stipulated or indefinite period, in exchange for a reward. Remarkably, this setup allows the agent to act in the name and on the account of the principal without being subordinate.

How Does an Agency Agreement Differ from Other Contracts?

The distinction between an agency agreement and other forms of contracts, like mediation contracts, is nuanced yet significant. Agency agreements, regulated under section 7.7.4 of the Dutch Civil Code, introduce a ‘permanent relationship’ between the agent and the principal, distinguishing itself from mere mediation through its enduring nature, although it’s not an employment contract.

Are All Contracts Subject to Agency Agreements?

Not all contracts fall under the umbrella of agency agreements. Certain platforms often streamline contracts, terms, and collaborations, aiming for more than sporadic mediation. In these instances, the nature of the relationship leans towards agency. However, the laws surrounding agency agreements primarily safeguard the agent, scarcely addressing scenarios where the agent might overshadow the principal, a rising concern with digital platforms.

Legal precedents and interpretations play a crucial role in shaping the understanding and application of agency agreements. For instance, the Court of Appeal ‘s-Hertogenbosch clarified that the essence of an agency agreement doesn’t necessarily involve the agent concluding contracts directly with the client on behalf of the principal. This distinction becomes crucial in legal disputes, underpinning the importance of the specific nature of the agreement and the actions of the involved parties.

How is an Agency Agreement Legally Structured?

Legally, the agency agreement is meticulously structured within the Dutch Civil Code, drawing from both the Benelux Agreement on Agency Contract and the EU Directive on Commercial Agents. This legal framework not only defines the agency agreement but also ensures the protection of the agent, with a significant portion of the agency title being imperative law.

Can a Mediation Agreement Be Considered an Agency Agreement?

Disputes often arise regarding the classification of a contract as an agency agreement. The District Court of The Hague, referencing landmark rulings by the Supreme Court, emphasized the importance of assessing the specific terms and conditions of the agreement to determine its nature, underscoring the complexity and legal acumen required in such evaluations.

In conclusion, agency agreements embody a complex yet fundamental aspect of commercial law, demanding thorough legal scrutiny and a deep understanding of contractual relationships.

Contact our Dutch Agency Law firm

If you have any questions or require legal assistance, please don’t hesitate to reach out to our knowledgeable and dedicated team at our Dutch law firm.  Our Dutch lawyers are committed to providing exceptional legal services and personalized attention to address your unique needs. You can contact us through our website, via email, or by phone. Our friendly and professional staff will be more than happy to assist you and schedule a consultation with one of our expert attorneys in the Netherlands, for example a Dutch litigation attorney or contract lawyer in the Netherlands in Amsterdam. We look forward to the opportunity to help you navigate the complexities of the legal landscape and achieve the best possible outcomes for your case.

Contact person: Remko Roosjen | attorney-at-law
Office number: +31 (0)20 – 210 31 38

Remko Roosjen

Remko Roosjen

Remko Roosjen is a Dutch commercial agency attorney and creates close working relationships with clients, providing pragmatic solutions across on all legal matters in the Netherlands. Remko is a co-founder of our Dutch Law Firm in Amsterdam. His specialist areas include (international) commercial agency disputes under Dutch law & Dutch commercial agency contracts, including civil litigation about the termination of the Dutch contract, arbitration and mediation. Remko is a sharp, creative attorney with extensive experience representing both plaintiffs and defendants. Visit Remko's profile via the website or via his LinkedIn Profile.