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socrateaser
socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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If I work as agent for a company meaning I am in Israel the

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If I work as agent for a company meaning I am in Israel the company is in West Europe and the company grants me Agency Exclusive representation for Israel but due to many reasons I cannot develop business for this company in Israel during 2 years agreement period, can this company have claims and complains against me ? I never promised them business amount or selling quantities.? What is your opinion?
Under the common law of agency, an agent has a duty of fiduciary and loyalty to his/her principal. Thus, as long as the agent uses due diligence and good faith to act in the principal's best interests, the agent has satisfied his/her duty and is not liable for any breach under a general agency contract.

The above-described principles can be overruled by express contract language in a written agency agreement.

Also, if the contract has a choice of law provision, then this could be highly relevant, because "common law" agency principles extend to the UK, USA and other common law jurisdictions. Whereas, in "civil law" jurisdictions, only the express contractual agreement matters, because there is no common law of agency in force.

Thus, if the choice of law for your agreement, is France or Italy, for example, then only the contract matters -- whereas in the UK or USA, the common law of agency controls.

If Israeli law controls -- which is likely if the contract has no choice of law provision, then the common law of agency would be in effect, because Israeli law generally decends from the Torah (of course), but by way of the UK, via the British occupation that predated the current nation of Israel.

Hope this helps.

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Customer: replied 5 years ago.
Companies are in USA GERMANY BELGIUM CAn they blaim me and have against me claims if I can not develop business fr them ?
USA, maybe, Germany, Belgium, unlikely.

Hope this helps.
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Customer: replied 5 years ago.
In which country you are located sir?
Customer: replied 5 years ago.

In which country you are located Sir?

Customer: replied 5 years ago.
You wrote me USA Maybe Germany Belgium unlikely what you mean by unlikely it means yes or not ? As my english is not perfect I couldnt understand what you mean, please write me if German or Belgium companies can have claims against me if I can not develop business for them
"Unlikely" means Germany and Belgium probably would have no claim against you.

Hope this helps.
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Customer: replied 5 years ago.
USA you wrote me maybe so the good thing to do will be to inform them imediately that I am unable to develop business for them to avoid in future claims from their side?What is your opinion? I am not paid monthly as agent I receive only commission if I get orders for my suppliers and I never promised them certain amounts of orders or business, so what can they claim?
Customer: replied 5 years ago.
How about Turkey Can they have claims against me?We allways talk about an agency period of one to two years. What is your opinion about Turkey?
As long as you make good faith efforts to produce business, no one can make an adverse claim against you.

What you must be careful of is that if you were to use your agreement to give some other company a competitive edge. For example, say you have two companies that sell ball bearings. You get an agency agreement for one, and then intentionally not develop business for them, because you also have an agreement with another ball bearing company, and they are giving you a bigger commission.

That's the type of situation, where a company would go after you for "lost profits."

Re Turkey, they are civil law, so I wouldn't worry about it.

Hope this helps.
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Customer: replied 5 years ago.

Yes Sir I understand what you mean is not the case that I work for 2 companies selling the same and give orders to one and dont give orders to other one is not the case.

 

My worries are different like reasons of not being able to do business or because clients I contact refuse such supplier due to their own reasons, or because of my health reasons cannot make enormous activity and small activity not enough result no orders. ,So if they dont receive orders can they claim and say we are disapointed during one year we get no orders and ask me to compensate them?Can this happen?If yes than is it good already to tell them no possibilities?

The best way to handle this sort of situation it to state in the contract exactly what you will do in order to fullfill your obligations, no more and no less. Then you and the contracting party will know what to expect.

Hope this helps.
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Customer: replied 5 years ago.

I know about a contract I am 30 years in such business but questions I am asking you are for cases that there are no contracts.

 

Unfortunately I am not receiving answers to my last questions,is very late here I cannot continue this comunication I will appreciate very much if you can answer to my last questions. Thank you in advance

Customer: replied 5 years ago.

Can you please answer my last questions? Is very late here I keep waiting.If you cannot answer please let me know.Thank you Sir

Customer: replied 5 years ago.

The last answers you sent me are not answering my questions.

Is a pitty as these questions are very important for me.

I will appreciate very much if you can reply .

If you cannot please let me know .

Thanking you again Kind Regards

So if they dont receive orders can they claim and say we are disapointed during one year we get no orders and ask me to compensate them?

A: The principal must claim more than disappointment. It must claim that you didn't make diligent efforts to obtain business. This is not easy to prove, and if you have health issues, then that could relieve you of any obligation, because you could not possible perform.

If yes than is it good already to tell them no possibilities?

A: I cannot answer this question. It is too speculative, and I am not in a position to advise you about your business -- which I know nothing about.

Best wishes.
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Customer: replied 5 years ago.
<p>What happens in oposite way like I work as agent of German producer since 14 years in Israel gave them best clients with enormous business but now seems like they dont need me anymore and I can see and feel they try to leave me .</p><p>Can they just leave me and continue business in Israel as usual or they have to compensate me? How? The have no obligation to me? We never wrote a contract between supplier and agent. Was all by gentlemen agreement</p>

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