Argentina
- Commercial agency agreements in Argentina are expressly regulated by the Civil and Commercial Code (the “Civil and Commercial Code”), which sets out the principal rights and obligations of the parties. Within this framework, the parties are generally free to structure their commercial arrangements, subject to mandatory statutory provisions and public policy limitations.The statutory regime is further supplemented by general principles of contract law – such as good faith and the prohibition of abuse of rights – which continue to play a significant role in the interpretation and enforcement of agency agreements. In this regard, Argentine law reflects a traditionally protective approach toward agents, particularly in connection with termination and compensation.
- No specific collective bargaining agreements apply to commercial agents in Argentina. By definition, commercial agents act as independent intermediaries rather than employees, which places them outside the scope of labor law and related collective agreements. Labor regulations would apply only in exceptional circumstances where the relationship is recharacterized as an employment relationship.
- Argentine law provides for several forms of compensation upon termination of an agency agreement.First, in agreements of indefinite duration, either party may terminate the relationship by giving prior notice of one month per year of the contractual relationship. Failure to comply with this requirement entitles the other party to claim damages equivalent to the profits that would have been earned during the applicable notice period.Second, the agent may be entitled to goodwill compensation if it has significantly increased the principal’s business and the principal continues to derive substantial benefits from the clientele developed by the agent. This compensation is capped at an amount equivalent to one year of the agent’s average net remuneration over the preceding five years.
In addition, the agent may claim compensation for unrecovered investments made in reasonable reliance on the continuation of the agreement.
These entitlements reflect a protective approach toward agents, although their application ultimately depends on the specific circumstances of each case.
- Argentine law does not establish a specific deadline for an agent to notify the principal of its intention to claim compensation following termination. Instead, the applicable general statutes of limitation apply. In this regard, contractual claims are generally subject to a five year limitation period.
- Mr. Gonzalo Soto (gsoto@wsclegal.com)
