Italy
- Under Italian law, the main legal source of commercial agency is constituted primarily by Sections 1742 to 1753 of the Italian Civil Code (‘Codice Civile’), as modified by Legislative Decree n. 303 of 10 September 1991, which transposed into national law the European Directive 86/653/EEC on the coordination of the laws of the Member States relating to self-employed commercial agents.An important role in the legal framework of commercial agency can be that of the provisions of the collective agreements (please see below in point 2).
- Yes, in Italy there exist collective agreements related to commercial agents. Those collective agreements (typically referred to as “AEC” – an acronym for Accordi Economici Collettivi) are contracts stipulated between the trade union organisations of the principals and the trade union organisations of the commercial agents. They establish rules of a general nature, to be applied to individual agency contracts. AECs often integrate and improve legal provisions, defining specific aspects such as indemnities, advance notices and agents’ commissions. The AECs apply if expressly referred to in the (individual) agency contract or if both parties to an agency contract belong to the Unions / Associations which are also parties to an AEC.
- In brief, according to Section 1751 of the Italian Civil Code, upon the cessation of the agency relationship, the principal is required to pay the agent an indemnity if, and to the extent that, the following conditions are met: (i) the agent has brought the principal new customers or has significantly increased the volume of business with existing customers and the principal continues to derive substantial benefits from the business with such customers, and (ii) the payment of this indemnity is equitable having regard to all the circumstances and, in particular, the commission lost by the commercial agent on the business transacted with such customers.
The indemnity is not due: when the principal terminates the contract due to a breach attributable to the agent, which, due to its seriousness, does not allow the continuation of the relationship, even temporarily; when the agent withdraws from the contract, unless the withdrawal is justified by circumstances attributable to the principal or by circumstances attributable to the agent, such as age, infirmity or illness, for which he can no longer reasonably be asked to continue the activity; when, pursuant to an agreement with the principal, the agent assigns to a third party the rights and obligations it has under the agency contract.
The amount of the indemnity may not exceed a figure equivalent to an indemnity for one year calculated from the commercial agent’s average annual remuneration over the preceding five years and if the contract goes back less than five years the indemnity shall be calculated on the average for the period in question.
- The commercial agent shall lose his entitlement to the indemnity, if within one year following the cessation of the agency contract he/she has not notified the principal that he/she intends pursuing his entitlement.
- Mr. Matteo Carli (matteo.carli@crelex.it)
