THE LAW OF AGENCY A.

AGENCY AS A METHOD OF DISTRIBUTION

Methods of distribution contrasted direct selling, agency agreements, franchise agreements and distribution agreements. Bowstead & Reynolds on agency describe agency in terms of a consensual fiduciary relationship between principal and agent: Agency is the fiduciary relationship which exists between two persons, one of whom expressly or impliedly consents that the other should act on his behalf so as to affect his relations with third parties, and the other of whom similarly consents so to act or so acts. B. FEATURES OF AN AGENCY RELATIONSHIP

Formalities for appointing an agent At common law none - orally, in writing or deed The impact of the Commercial Agents Directive must be evidenced in writing each receive a signed written statement of terms

Legal Consequences of Agency Power to bind principal power to affect the principals legal position with 3rd parties directly enforceable against P Direct contractual relationship between principal and third party.

C. (1) (i)

THE RIGHTS AND DUTIES OF AGENTS The Common Law Duties of Agents Duty to Obey Instructions

Turpin v Bilton (1843) 5 Man & G 455 Agent agreed to insure his principals ship ship uninsured when lost agent liable for breach of contract (ii) Duty to exercise reasonable care in the performance of his duties implied into the contract/statute or tort

When agency is contractual duty to exercise reasonable care implied in contract at common law When business - implied by statute When non-contractual - tort

So if a contractual agent, principal can sue in contract or tort whichever is more advantageous Chariot Inns v Assicurazioni Generali [1981] IR 199 Plaintiff sought fire insurance from the def insurance company Plaintiff stated there had been no claims over the last 5 years on advice of agent, an insurance broker untrue Insurance company repudiated liability for non-disclosure of a material fact and the plaintiff sought to recover damages from the insurance broker SC held broker was in breach of his contractual and tortuous DoC - negligent for failing to protect his interests so damages owed Henderson v Merrett [1994] 3 All ER 506 An agents contractual and tortuous duty can be limited or excluded by the agency contract However clear words are needed to exclude liability for negligence Contract between names at Lloyds and the agents who managed underwriting business on their behalf contained a term giving the agents absolute discretion in respect of the underwriting business It was argued that this excluded both contractual and tortuous duties of care But HoL found that this merely defined the agents authority but did not exclude their duties to exercise reasonable care in exercising that authority Where agent is a member of a profession he is expected to exercise the skill and care of a reasonably competent member of that profession (iii) Duty to personally perform the duties of the agent and not delegate

(2) The Fiduciary Duties of Agents equity arise independently of contract (i) (ii) (iii) (iv) (3) a duty of loyalty; a duty to avoid conflicts of interest; a duty not to make a secret profit including a duty not to accept bribes; A duty to account to the principal for all monies and other property received in the course of his duties as an agent.

The Rights of Agents at Common Law

(i) Right to Payment When an agent is to be remunerated by commission it may necessary to decide whether the principal may prevent him earning his commission eg by refusing to perform a contract negotiated or concluded by the agent In the absence of any express provision in the agency agreement this depends on whether an appropriate term may be implied into the agency contract

Luxor (Eastbourne) Ltd v Cooper [1941] AC 108 Courts have generally been reluctant to imply terms which would restrict a principals right to deal with his own property HoL refused to imply into a contract of estate agency a term that the principal should not refuse to sell to a buyer introduced by the agents - influenced by scale of the commission Held that the agents had assumed the risk that the sale would not complete Alpha Trading v Dunnshaw-Patten Ltd [1981] QB 290, [1981] 1 All ER 482 Agents were employed to negotiate a contract for the sale of cement and were entitled to commission on performance of the contract, the principals broke the contract negotiated with the third party (paying damages to the third party) in order to take advantage of a rising market Held that this was a breach of an implied term in the agency so that the agents were entitled to damages equal to the amount of consideration of which they had been deprived by the breach This was not a risk which the agents had agreed to bear and the implication of this term was necessary to prevent the principal taking advantage of the agent and undermining the usefulness of commercial agency in general Agent only entitled to remuneration where he has acted within his authority When he acts without authority not enitled to remuneration Even where an agent acts has acted within his authority but has committed a serious breach of any of his duties to his principal he loses his right to remuneration (ii) Right to an Indemnity Entitled to be indemnified against any expenses and liabilities, contractual or tortuous necessarily incurred on behalf of the principal in performance of his duties when acting within the scope of his actual authority (iii) Right to a Lien Entitled to a lien over property of the principal in his possession, to secure payment of any remuneration or indemnity due to him D. POWER OF AN AGENT TO BIND HIS PRINCIPAL Usual/customary authority where an agent has authority which a person in his position usually or customarily has Authority by ratification - agent does not have authority at the time but later ratified by P Agency of necessity arises where due to an emergency, the agent is vested by operation of the law with the authority to act in a way not actually authorised by the P (1) Actual authority Where the P consents in advance to the agents actions The authority which the A actually has as a result of the consensual relationship between his and P Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480, 502

Diplock LJ: An actual authority is a legal relationship between principal and agent created by a consensual agreement to which they alone are parties. Its scope is to be ascertained by applying ordinary principles of construction of contracts, including any proper implications from the express words used, the usages of trade, or the business between the parties. Express words BoD pass resolution Implied conduct of parties or circumstances (i) Express actual authority Depends on the express words of appointment used by the principal whether written or oral evidence of the words used and construction of those words Ireland v Livingstone (1872) LR 5 HL 395 Where words of appointment are ambiguous the court will construe them in a way favourable to the agent Woodhouse AC Israel Cocoa Ltd SA v Nigerian Produce Marketing Co Ltd [1972] AC 741 (ii) Implied actual authority The scope of an agents express actual authority may be broadened by implication In the case of a written agency agreement, the normal principles of construction of written documents allow the implication of additional authority from the express words used, the usage of the trade and the course of business between the parties It is also common for agents to be given implied authority to do all that is incidental to carrying out the express wishes of his principal Hamer v Sharp (1874) LR 19 Eq 108 Agent instructed to find a purchaser did not have any implied authority to conclude a contract of sale Mullens v Miller (1882) 22 Ch D 194 Agent authorised to find a purchaser for property has implied authority to describe the property to prospective purchasers In other cases an agent may have implied authority to do what is usual or customary for an agent in his particular trade or profession Hely Hutchinson v Brayhead Ltd [1968] 1 QB 549 leading case on implied actual authority Directors of a company allowed a director to act as managing director though he was never actually appointed as such Held that although he was never appointed he has implied actual authority to act as managing director in the circumstances

(2)

Ostensible/apparent Authority Where an agent appears to a third party to have authority whether he actually has it or not his actions will bind the P

Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 1 All ER 630 Whereas actual authority is based on an agreement between P+A to which the third party is an outsider, apparent authority is based on a representation from the principal to the third party which does not directly concern the agent Based on estoppel if P makes a rep saying that a person has authority principal estopped from denying that representation Otherwise a third party would be burdened with constantly having to confirm an agents authority before dealing with him So third parties can rely on appearances H/e they can only rely on appearances where they have in some way been corroborated by the principal An agent may therefore have apparent authority to do things which he is not actually authorised to do Where certain requirements are fulfilled the P will be bound by A even though he did not actually authorise them The Court of Appeal set out a four stage test for establishing ostensible authority: (1) (2) (3) (4) there must be an express or implied representation that the person has authority to act as agent; the representation must be made by someone who has authority to make that representation (generally the principal); the representation must be relied on by the third party; if the principal is a company it must have had the legal capacity under its memorandum and articles of association to enter into a contract of that kind with the agent.

The rep can be express (words) or implied (previous dealings and conduct) Def company had power to appoint a managing director Others directors did not object A instructed the plaintiffs, a firm of architects, to do some work on behalf of the def company but the company later refused to pay the plaintiffs fee arguing that A had no authority to hire them The architects sued held that the other directors knowingly acquiesced in As conduct and hence had represented that A was authorised to act as managing director Moreover the plaintiffs had relied on rep so def comp was now estopped from denying its rep and was liable to pay the fee

Kett v Shannon [1987] ILRM 364 An agents power to bind his P is not limited to contractual obligations SC approved Freeman 1st def had bought a car from the 2nd def garage owner but it proved defective and was returned for repair In the meantime the 1st def buyer got the loan of a car from the 2nd def When the buyer later returned to the 2nd defs garage to collect his car it was not ready The mechanic on duty said the buyer could take another car Buyer negligently crashed into the plaintiff Issue was whether the 1st def was driving with the consent of the 2nd def and in particular whether the mechanic on duty had authority to loan cars on behalf of the 2nd def Held: mechanic had no actual authority to loan cars to customers and that the second def garage owner by simply leaving the mechanic in charge had made no rep to the buyer that the mechanic had authority to loan cars Hence no apparent authority and 2nd def not liable Distinguishable from Freeman In Freeman the agents conduct (acting as if managing dir) was ongoing and the P tacitly approved of the agents conduct In kett the P was unaware of mechanics once off exercise of power and so was in no position to know or approve of this conduct Allied Pharmaceutical Distributors Ltd v Walsh [1991] 2 IR 8 Plaintiff company v firm of accountants 1st def W was a partner within accountant firm Gave bad financial advice to plaintiff Under s.5 Partnership Act every partner is an agent of the firm binds the firm Firm said W had no authority to bind the other partners because the giving of investment advice was outside the ordinary course of business Held: that it was not it was within the ordinary course Also firm aware that he was giving advice Knowledge of a persons conduct followed by silence tacit approval constitutes a rep for the purpose of the doctrine of apparent authority Homburg Houtimport BV v Agrosin Private Ltd [2000] 1 Lloyds Rep 437 Requirement of a Representation The rep usually made by P eg Freeman BoD In general, apparent authority cannot be based on a rep by the agent that he is authorised United Bank of Kuwait v Hammond [1988] 1 WLR 1051 Employed solicitor has usual authority to give undertaking to pay money out of funds in his control, provided that the undertaking is given in connection with an underlying transaction Armagas Ltd v Mundogas Ltd [1986] 2 All ER 385

The chartering manager (A) of the def company (P) had apparent authority to enter into a time-charter T owned a ship and wished to charter it to P for 3 years T dealt with A who as T knew generally had no authority to enter into such a transaction H/e A fraudulently claimed to have been given specific authority to enter the charter T argued that P was bound on the apparent basis that A had apparent authority to claim to have received actual authority to enter the contract HoL found that no rep by A could bind P Thus where a third party deals with an agent in a transaction which is not usual for an agent in his position he will not normally be able rely on the agents own assertion that he has received actual authority to enter into the particular transaction since he cannot claim that the agent has apparent authority to claim authority 3rd party should seek confirmation of the agents authority from the principal or someone who is authorised to manage the Ps business The rep must be made by someone with the authority to make it - P First Energy (UK) Ltd v Hungarian International Bank Ltd [1993] 2 Lloyds Rep 194, [1993] BCLC 1409 A senior manager might have actual or apparent authority to make statements about the running of a business including statements about the authority of agents Senior manager was dealing with a client of a bank to arrange ad hoc finance, pending more general approval The client knew that the manager could not approve the facility himself he did not have the authority Later, the senior manager alone wrote to the client in a manner signifying approval but bank had not approved the loan and sought to repudiate it Held: although the senior manager did not have actual authority to approve the loan, he did have apparent authority to communicate approval and so bank was bound Distinguished Armagas in armagas agent had no apparent authority to claim that he was specifically authorised to enter the charter whereas in this case the agent had apparent general authority to make representations and to communicate decisions from head office ING Re (UK) Ltd v R & V Versicherung AG [2006] EWHC 1544 (Comm), [2006] 2 All ER (Comm) 870, [2007] 1 BCLC 108
http://www.sdma.com/files/Publication/9eccc85b-0b6b-4252-a5fe0737f94b05e7/Presentation/PublicationAttachment/33bc3cc5-156a-4254-a9471720212eb874/Reinsurance%20Bulletin%20Service%20July%2006.pdf

(Commercial Court, 29 June 2006) An important decision emphasising the need for clarity when purchasing reinsurance through an underwriting agency. Apparent authority of such an agent exists only if based on a representation made by the principal (e.g. reinsurer) and on

which the third party (e.g. cedent) acted. The Court also ruled that, in this case, mere inactivity (including accepting premium) was not sufficient to ratify the treaty. Background This case came out of the troubles which afflicted parts of the personal accident reinsurance market a few years ago. It concerned an 85% quota share treaty protecting ING Re (UK) Limited (ING) purportedly bound on behalf of R&V Versicherung AG (R&V) by a group of companies known as Risk Insurance and Reinsurance Solutions (Risk). In an earlier decision1 the Court had found that Risk had no actual authority to enter into this treaty on behalf of R&V. This case, therefore, concerned an attempt by ING to prove that R&V was nevertheless bound by the treaty either on the basis that Risk had apparent/ostensible authority2 to bind or that R&V had ratified. Apparent Authority Apparent authority arises where a principal represents to a third party that an agent has authority to act on that principals behalf and that third party deals with the agent relying on that representation (but the agent does not have actual authority). In those circumstances, the principal is bound by the agents acts to the same extent as if the agent had the actual authority which he was represented as having. The doctrine also operates at one step removed. That is to say the representation can be made by agent A concerning agent B, provided that the principal represents to the third party that agent A has the authority to make that representation. The critical requirement is that the agents authority must be capable of being tracked back to a representation or chain of representations by the principal on which the third party relied. In this case, the key document was a particular fax (the September fax). The Court accepted that, on one level, the September fax confirmed to ING that Risk had authority to enter into the treaty. However, the person who received the September fax at ING conceded that he thought at the time this was a document he was not meant to have seen. Apparentauthority is based on the concept of estoppel, which is an equitable doctrine. Accordingly, the judge did not see how ING could successfully base its case on a document which the recipient believed he was not intended to see. The judge compared this to eavesdropping on a conversation: an eavesdropper would not be entitled to treat what he heard as though it were a representation to him. There was a second obstacle which ING also failed to clear. Since the author of the September fax had no actual authority, ING had to show a representation to it by R&V that the writer did have such authority. However, none of those involved for ING knew who the author of the fax was or what position he held. They may have guessed that he was a senior person, but there was no representation by R&V to that effect. In short, the judge said that ING could not hold V&A responsible for INGs own decision to rely, as verification of Risks authority, on a document issued by someone whose identity and status was unknown and which it believed it was not meant to see. The Court concluded, therefore, that Risk did not have the required apparent authority to bind R&V to the treaty. Ratification ING also ran a ratification argument. It was argued that R&V knew (in its senior management) that Risk had purported to enter into the treaty on its behalf. Despite the fact that ING would be paying the premium to Risk (as agent) on 31 March 2003, R&V took no steps to contact ING to inform them of any concerns regarding the treaty. Likewise, R&V did not contact Risk to tell it not to accept any premium under the treaty. Instead R&V simply contacted Risk and requested relevant documentation. Nothing further was done by R&V and in April 2003 ING made a substantial premium payment to Risk.

The Court assessed the issues of what knowledge was required and what constituted ratificatory conduct. The Court concluded that mere knowledge on the part of R&V that Risk had entered into the treaty purportedly on its behalf was sufficient for the purposes of ratification vis--vis the third party (i.e. ING). The Court held that the question of whether or not Risk had been authorised to enter into the treaty was not material3. With regards to ratificatory conduct, the Court confirmed that whether an intention to adopt a contract as binding should be inferred from the principals silence depends on whether it is the only reasonable conclusion to draw in all the circumstances. In this case, R&Vs silence was sensibly capable of being attributed to uncertainty on its part. If, in such a state of uncertainty, R&V had done something positive by way of performance of the treaty without expressly reserving its position, it would have ratified the treaty, but it did nothing. Lessons to learn The lessons are not new. The case highlights what the market should already know. When dealing with an underwriting agent acting for an insurer/reinsurer, one needs to be certain either that the agent has actual authority to bind that insurer/reinsurer or, if that is not the case, one needs to see proof of the agents authority. The proof required cannot come from the agent; what is needed is a valid representation from the insurer/reinsurer to that effect. It is important also to ensure that the agents authority covers the transaction in question. With regards to ratification, although R&V were not prejudiced in this case, it is clearly advisable for insurers/reinsurers to issue a reservation of rights where a question arises concerning business purportedly bound by an agent on their behalf. While silence might not amount to ratification, it depends on whether or not that is the only reasonable conclusion to draw. This is a risk that need not be run.

Duty on the third party to inquire into the agents authority? Standard Bank of London Ltd v Bank of Tokyo Ltd [1995] 4 Bank LR 365 Pharmamed Medicare Private Ltd v Univar Ltd [2003] 1 All ER (Comm) 321 (3) Usual and Customary Authority Usual An A appointed to a position may either 1. Implicitly be given or 2. appear to have the authority which an agent in that position usually has In each case A has usual authority. However in 1 As usual authority is a species of actual whereas in scenario 2 it is a species of apparent authority This distinction may be important as between P and A read 107/108 white Customary authority an agent may also impliedly or apparently be authorised to do what is customary for agents in his particular trade this is a variety of usual authority Watteau v Fenwick (1893) 1 QB 346 Some support for the existence of a separate category of usual authority, distinct from both actual and apparent authority so that where an agent is

appointed to a position, any acts he does, which would be usual for a person in that position to do so are binding on the P A appointed to manage a public house which he had previously owned His name was still over the door as licensee P expressly limited his actual authority by forbidding him to purchase anything other than bottled ales and mineral waters But he bought cigars from T P held liable for price Clearly A did not have actual authority Nor could this be a case of apparent authority, as T believed A to be the owner of the business and was not aware of P and so could not rely on any representation made by P Unclear various explanation for judgment one is that an agent appointed to a position has power to bind his P by doing acts which would be usual for an agent in his position Has not been overruled yet here It suggests that where a proprietor appoints a manager to run a business on his behalf, he may be bound by any acts of the manager which would be normal for a manager or even a proprietor of such a business, even though they have been expressly prohibited But if a third party is unaware of the existence of the P, is it fair that he should fix the P with the unauthorised acts of an agent? In order to avoid this outcome proprietor should ensure that third parties who deal with the business, such a suppliers and customers are aware that he is the proprietor of the business and of the scope of the managers authority. Sign-O-Lite Plastics Ltd v Metropolitan Insurance Co (1990) 73 DLR (4 th) 191 Canada has overruled Watteu (4) Agency of Necessity

4 conditions in order to establish an agency of necessity: (i) (ii) (iii) (iv) there must be some emergency; the agent could not get instructions from the principal; the agent must have acted bona fide and in the principals best interests; the agents actions must be objectively reasonable.

Sachs v. Miklos [1948] 2 KB 23 China Pacific SA v. Food Corp. of India [1982] AC 939 (5) Ratification P can ratify when exceeded authority or no authority Requirements of ratification

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1. Agent must purport to be acting for a principal existence of P must be disclosed to 3rd party when undisclosed, the P can never ratify 2. Principal must have been in existence at the time when the agent purported to act on his behalf 3. The principal must have been competent at the time when the agent purported to act on his behalf and at the time of ratification 4. The principal must have been capable of being ascertained at the time when the agent purported to act on his behalf 5. A principal cannot ratify a nullity 6. The principal must ratify within a reasonable time - Metropolitan Asylums Board (Managers) v Kingham (1890) 6 TLR 217 a P cannot ratify a contract after the time for its performance or the commencement of performance has arrived 7. The principal cannot ratify unless aware of all the material facts full knowledge of all relevant circumstances - Brendan v OConnell [1980] IR 13 def engaged an auctioneer to procure a purchaser for a farm auctioneer entered into a written contract of sale with the plaintiff and concluded an agreement without the defs authority when def was told of sale he said he was satisfied h/e when def expressed his approval he did not know that the day after the sale there had been another inquiry about the farm, asking the price and in response, the inquirer had simply stated that the price was a lot of money The plaintiff sought an order of SP but the def argued that he was not bound because he did not have full knowledge of all relevant circumstances SC held defs subsequent approval of the auctioneers actions constituted ratification provided that at the time of the approval he know of all the facts which were known to the agent and which were objectively necessary for him to be aware in order to decide whether or not to ratify Court found that the inquiry made was not of this type and so the ratification was effective and the def was bound Moreover, it has been held that a P with incomplete information may be taken to have ratified an agents authorised action if it can be shown that he took a risk as to how circumstances might turn out E. DISCLOSED AND UNDISCLOSED AGENCY Disclosed where third party aware that the agent is acting as an agent and hence on behalf of someone else at the time of contracting Undisclosed where third party believes that agent is acting on his own behalf Distinction important it affects - the P ability to ratify the agents actions and the agents personal liability Nature and consequences of disclosed agency 3 scenarios 1. agent with the Ps actual authority concludes a contract on the Ps behalf with a 3rd party and the agency is disclosed, a direct contractual relationship is

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created between the P and 3rd party and each party can sue each other on the contract agent not liable 2. agent concludes contract outside his actual authority but within his apparent authority, the P will be bound by contract but cannot enforce it, as apparent authority is based on a form of estoppel it does not give rise to an independent cause of action Since apparent authority depends on a representation by the P that the agent has authority, apparent authority can only arise where the purported agency is disclosed The third party may also hold the agent personally liable for breach of warranty of authority or in tort 3. If an agent acts without the Ps actual authority, the P can ratify his actions provided that the agent purported to act on his behalf; only a disclosed P can therefore ratify an unauthorised contract Effect same as first scenario direct contractual relationship created between P and 3rd and each can sue When agent acts w/o authority P will incur no liability Nature and consequences of undisclosed agency When undisclosed contract initially between A and 3rd party and each may enforce - h/e if third party discovers that the undisclosed Ps existence, the 3rd party may enforce the contract against either the agent or P Moreover provided that the A acted with actual authority, the undisclosed P can intervene and enforce the contract against 3rd party This doctrine prevents circuity of action otherwise the undisclosed P could require the agent to lend his name to enforce the contract against the 3rd party and the undisclosed P would have to indemnify the agent for liabilities he incurs towards the third party Third partys right of election Even where the undisclosed Ps existence is discovered, the A remains liable and 3rd party may choose to enforce it against either the P or A but not both Once 3rd party elects, his right to sue against the other is extinguished Clarkson, Booker Ltd v Andjel [1964] 3 All ER 260 A had failed to pay for airline tickets which he had purchased from T on behalf of an undisclosed P Having discovered the existence of P, T wrote to both P and A requesting payment and then served a writ on P h/e P was insolvent and T therefore sought payment from A CoA found that serving a writ did not amount to an unequivocal election: T had never withdrawn the threat to sue A and was therefore free to sue A Clearly favours 3rd partys Limitation on Ps right to intervene Undisclosed Ps right to intervene and enforce contract is limited 1. can only intervene if he was in existence and had legal capacity at time contract made

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2. if agent had actual authority to conclude contract - Keighley Maxstead & Co v Durant [1901] AC 240 hence an undisclosed P can never ratify a contract made w/o prior consent 3. cannot intervene if such intervention is prohibited by contract, expressly or impliedly 4. cannot intervene if it can be shown that the 3rd party contracted with the agent for personal reasons eg personal skill 5. cannot intervene where third party has personal reasons for not contracting with him F. (1) THE LIABILITY OF AGENTS TO THIRD PARTIES Independent Party to Contract

Need to sign in a representative capacity to avoid being treated as an independent party to the contract. Cheques: section 23 of the Bills of Exchange Act 1882. (2) Liability for Breach of Warranty of Authority

Yonge v Toynbee [1910] 1 KB 215 (3) Liability in Tort

Hedley Byrne & Co Ltd v Heller & Partners Ltd [1964] AC 465.

G.

TERMINATION

Martin Baker Aircraft Co Ltd v Canadian Flight Equipment Ltd [1955] 2 QB 556 H. THE COMMERCIAL AGENTS DIRECTIVE AND REGULATIONS

Directive 86/653/EEC on the Co-ordination of the Laws of Member States relating to Self-Employed Commercial Agents [1986] OJ L382/17 EC (Commercial Agents) Regulations 1994 (SI No 33/1994) EC (Commercial Agents) Regulations 1997 (SI No 31/1997) OMara, New Regulations Establish Protection for Commercial Agents [1994] Commercial Law Practitioner 162 Ahern, Kenny v Ireland ROC Ltd: Commercial Agents Not Negotiable (2006) 28 DULJ 296 (1) Territorial Ambit

Ingmar GB Ltd v Eaton Leonard Technologies Inc [2000] All ER (D) 1759; [2001] All ER (EC) 57

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(2)

Written Evidence of Agreement

Article 13(2) Directive Member States permitted to require. Reg. 5 of the 1994 Regulations contract not valid unless evidenced in writing. (3) Definition of Commercial Agent

A commercial agent is defined in Article 1(2) of the Directive as: a self-employed intermediary who has continuing authority to negotiate the sale and the purchase of goods on behalf of another person [the principal] AMB Imballaggi Plastici SRL v Pacflex [1999] 2 All ER (Comm) 249 Mercantile International Group plc v Chuan Soon Huat Industrial Group Ltd [2002] EWCA Civ 288; [2002] 1 All ER (Comm) 788 Tamarind International Ltd v Eastern Natural Gas (Retail) Ltd [2000] EULR 708 Article 2(2) of the Directive: rights to exclude secondary agency activities Parkes v Esso Petroleum Co Ltd (2000) EU LR 25 Kenny v Ireland ROC Ltd [2007] 1 IR 448 (4) (5) Duties imposed on Commercial Agents The duty to safeguard the principals interests and to act dutifully and in good faith (Article 3(1) of the Directive) To make proper efforts to negotiate and conclude transactions as required (Article 3(2)(a) of the Directive) To communicate appropriate information to the principal (Article 3(2)(b) of the Directive) To comply with the reasonable instructions of the principal (Article 3(2) (c) of the Directive). Duties on Principals

See Article 4,6, 7-12 of the Commercial Agents Directive. Good faith duties: Article 4. Agents Right to Remuneration Article 6: duty to pay agent reasonable remuneration. Articles 7-12: circumstances in which agent entitled to commission. Georgios Kontogeorgas v Kartonpak AE 1 [1996] ECR -6643

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(6)

Termination

Santier, Final guidelines on compensation of commercial agents (2008) 124 LQR 31 Notice: Article 15 of the Directive Roy v MR Pearlman [1999] CLR 36 The indemnity/compensation choice for Member States under the Commercial Agents Directive: Article 17 of the Directive The compensation model in Ireland and the UK Reg 3 of the EC (Commercial Agents) Regulations 1997 Page v Combined Shipping [1997] 3 All ER 656 Tigana Ltd v Decoro [2003] EuLR 189 Light v TY Europe [2004] 1 Lloyds Rep 693 Cooper v Pure Fishing (UK) Limited [2004] 2 Lloyds Rep 518 Lonsdale v Howard & Hallam Ltd [2006] 1 WLR 1281 (CA), [2007] 4 All ER 1, [2007] 4 All ER 621 (HL)

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