Legal qualification of cooperation
In a judgment of 15 September 2015 (ECLI:NL:GHAMS:2015:3847), the Amsterdam Court of Appeal clarified that the legal definition of a collaboration is leading for the question of how the collaboration can be legally qualified. In this case, the question was whether there was an agency agreement. This is important because the law contains a number of mandatory statutory provisions for agency agreements, including the manner in which the collaboration is terminated and the agent’s right to a client fee.
The Court of Appeal considers that an agency agreement (according to the definition given in Article 7:428 of the Dutch Civil Code) is an agreement in which one party (the principal) instructs the other party (the commercial agent) to mediate against remuneration for a definite or indefinite period of time in the conclusion of agreements between the principal and clients without being subordinate to the principal. The mere fact that purchase agreements were concluded between the principal and third parties through the involvement of one party (referred to by him as intermediation) does not in itself imply that the agreement between the parties must be regarded as an agency agreement. After all, it is not characteristic of an agency agreement that the contractor mediates in the conclusion of agreements between its client and a third party, but precisely that the contractor is in principle only remunerated (by means of receiving commission) if and insofar as his involvement, agreements between the principal and third parties are concluded.
Regardless of the name of a cooperation between two trading partners, the legal definitions will be the starting point. Designations such as dealer agreement, partner agreement, franchise agreement, affiliation agreement, reseller agreement, cooperation agreement, distribution agreement, etc., legal qualification remains paramount.
mr. AW Dolphijn – Franchise lawyer
Ludwig & Van Dam Franchise attorneys, franchise legal advice. Do you want to respond? Mail to dolphijn@ludwigvandam.nl
![](https://ludwigvandam.megaconcept.nl/wp-content/uploads/2020/12/232court-min-400x222.jpg)
Other messages
Supreme Court confirms permit sale of franchisee outside exclusive district
Franchisee acquires and sells outside its territory, in territories not yet issued to other franchisees.
The further determination of the rental price of business premises at the request of the lessor/franchisor or the lessee/franchisee
Does the (sub)tenant/franchisee still pay a competitive rent for the leased business space?
Partial indebtedness of entrance fees due to lack of turnover and non-delivery of contractual performance by the franchisor
The franchisee rightly invokes unforeseen circumstances due to the lack of turnover and successfully claims moderation of the entrance fee due.
Termination of the franchise agreement does not automatically lead to termination of the sublease agreement
Franchisor terminated the franchise agreement with the franchisee. The franchise agreement stipulated that termination of the franchise agreement would also terminate the sublease agreement
Despite the franchisee’s counterclaim, the franchisor justified dissolution of the franchise contract
The Rotterdam court recently ruled that payment arrears of more than € 80,000 is sufficient for the franchisor to dissolve the franchise agreement.
Actually using a building, but without a lease
In franchising, it often happens that the business premises from which the franchisee operates his business