GRP Rainer Rechtsanwälte – Assessment of authorized dealers“ right to claim compensation
Not unlike in the case of commercial agents, authorized dealers may also be entitled to claim compensation after their contract has been terminated. That being said, certain conditions need to be fulfilled in order for this to happen.
There are no regulations that specifically address an authorized dealer“s right to claim compensation. However, the provisions pertaining to a commercial agent“s right to claim compensation can sometimes be applied by analogy. We at the commercial law firm GRP Rainer Rechtsanwälte note that to this end it first needs to be assessed whether the relevant requirements have been met.
Commercial agents are entitled to claim compensation after their contract has been terminated if they have established new business contacts for the company that the latter continues to be able to benefit from. Authorized dealers may also be entitled to claim compensation pursuant to these provisions. In a ruling from February 5, 2015, the Bundesgerichtshof (BGH), Germany“s Federal Supreme Court, clearly set out the conditions that need to be met for this to happen (Az.: VII ZR 315/13). The right to claim compensation only arises if the authorized dealer is integrated into the company“s sales force and obligated to make their client data available to the company. In other words, not unlike in the case of commercial agents, the company must be able to make continued use of the business contacts for its own purposes.
In the instant case, the authorized dealer did not have a right to claim compensation because the company had not been entitled to use customers“ data; the company had contractually undertaken upon termination of the contract to block any customer data it had been provided with, not to use said data and to delete it if so requested by the authorized dealer. For this reason, the BGH concluded that the company had not been able to readily exploit the customer data, and the authorized dealer was therefore not entitled to claim compensation.
The Bundesgerichtshof“s ruling raises a number of practical issues. In particular, it needs to be clarified whether the transfer of customer data has to be explicitly regulated in the authorized dealership agreement or whether this obligation can indirectly arise from the contractual provisions. Furthermore, the BGH left open the question of whether it is possible for the obligation to transfer customer data to be regulated in a separate agreement.
The right to claim compensation is a controversial topic in the case of authorized dealers. Lawyers who are experienced in the field of commercial law can advise both business and authorized dealers on drafting agreements as well as in the context of legal disputes.
GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.