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
Unilateral changes to opening hours are prohibited from 1 January 2022
On July 14, 2021, a legislative amendment to the shopping ...
Litigation as a franchisees association.
The Eye Wish Opticiens franchisees have recently filed opposition to ...
Between the franchisor’s diagnosis and forecasting duty
In the leading legal scientific journal WPNR, Mr. Dolphijn a ...
Franchise+ article: “Violation of a non-compete clause will cost the franchisee dearly.” – mr. C. Damen – September 23, 2021
The fact that the violation of a non-compete clause included ...
Article De Nationale Franchise Gids: “Unjustified cancellation by the franchisor: settle the bill.” – mr. C. Damen – dated September 20, 2021
The preliminary relief judge in Rotterdam recently ruled that the ...
Interview Mr. AW Doplphijn in Distrifood: “Legal consequences of merger Plus-Coop for entrepreneurs.” – dated September 12, 2021
"Dolphin hereby cites a theory that is also alive among ...