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
Entree article: “Changing the flag; the ins and outs of franchise deals in the hotel industry” – mr. AW Dolphijn – February 2016
Article in Entree: "Changing the flag; the ins and outs of franchise deals in the hotel industry"
No compensation of goodwill in franchise agreements? – January 28, 2016 – mr. AW Dolphin
No compensation of goodwill in franchise agreements?
Supermarket letter – 12
Court of East Brabant issues (interim) judgment in long-running conflict of the Van De Huijgevoort brothers against Jumbo
Non-compete clause too broad? – January 12, 2016 – mr. RCWL Albers
Non-compete clause too broad?
Non-compete clause too broad?
Franchisors have usually invested heavily in the development of their formula.
Article in Entrance: “How do I break it open?” (The fine print of a contract) – mr. AW Dolphin – January 2016
Article in Entrance: "How do I break it open?" (The fine print of a contract)