A prospective client ( A) who sent me an agreement for representation of his brand in europe broke the agreement to work directly with my former partner ( R) in the deal.
Here is the mail from A
Just to up-date you on our conversation yesterday.
We are happy to go a head with you and R and put an exclusive contract in-place for you to sell our range of health care and beauty products (A). This contract will run until March 2013 (8 months). We are going to go ahead with option C moving to option B when the time is right.
We have also agreed that you can carry out some marketing for our basic range of organic baby clothes, I have already sent you the catalogue.
What happens now is I'm going to send you and R some more samples and once you have tested them and are happy, we will forward you the contact with agreed commission payments.
We will also develop a European website under a new company name, the name is yet to be agreed. We will also provide you some marketing support, which is yet to be agreed.
If you have any questions please reply or call me.
R, who was supposed to be my provider in the deal, has decided to by pass me and take the deal from me. A accepts the manoeuvre.
One year later, I have found randomly that the bis is flourishing. So I send Andrew the following email . Can you give me your point of view about it ? do you have any kind of idea of the compensation I might ask for ?
I have recently seen that your development is going well with e.co.uk and Mr R.
I am happy for you that you have developped a website http://e.eu/ and wish you great success.
Nevertheless, I consider there was a wrongful termination of our agreements as stated in the email from you dated 7/21/12. ( Article 1101 of French civil code)
I consider I have played a determinant and strategic role in your international
development by introducing you to Mr R and his company.
Therefore, I consider it would be ethical and fair to get a compensation for this advice
your present expansion proved to be of great value.
A consultant in strategy is not paid for his time but for the value of his advice.
2 Answers from Attorneys
It seems that there is a wrongful breach of contract by A, together with a breach of loyalty by A and R. Could you indicate whether the agreement was an agency agreement (representation and commissioning for placing orders but direct sales from the principal to the customer) or a distribution agreement (sale and resale of the products). Please note that under French law there are specific provisions protecting the commercial agent, notably regarding compensation in case of such breach of an agency agreement. Compensation might also be sought for breach of loyalty.I am at your disposal to discuss this matter further should you wish so.
I agree this sounds like a typical breach of agency agreement.
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