Margins and bonuses do not have to be part of the dealer contract and can be determined unilaterally by the manufacturer. This was decided by the OLG Frankfurt in a ruling dated February 14, 2023.
The determination of margins and bonus payments regularly leads to legal disputes in commercial law between manufacturers and contract dealers. The OLG Frankfurt has now clarified that margins and bonuses do not need to be contractually fixed and can be set by the manufacturer without the approval of the contract dealer (Az. 11 U 9/22), according to the commercial law firm MTR Legal Rechtsanwälte, which has a focus on providing advice in commercial law.
In the case before the OLG Frankfurt, a car manufacturer and its contract dealers were in dispute over the determination of margins and bonuses. They entered into a new contract at the beginning of 2020. While the “old” contract guaranteed a fixed remuneration in the form of a basic margin and also provided for a variable remuneration, applicable discounts and margin components were no longer part of the new dealer contract. Instead, margins and bonuses were to be reported each fourth quarter for the following year, the car manufacturer informed the contract dealers. The dealer association resisted this.
Its lawsuit was unsuccessful before the OLG Frankfurt. The unilateral annual determination of the basic margins and bonuses is indeed an impediment to dealers in the sense of § 19 GWB, but it is not unreasonable, the court said.
The manufacturer has an interest in a flexible adjustment of the basic rebate. This opposes the dealer’s interest in being able to calculate and ensure economic existence through the longest possible agreement of basic rebates and bonuses. However, the determination of the basic margin, which does not represent an achievable trade margin but is at least partially passed on to the end customer, is of limited significance for the economic existence of dealers from the outset. This is because earnings opportunities depend on many other factors, such as customer behavior and competition, that the manufacturer cannot influence, according to the OLG. Furthermore, the dealer contracts also allow the distribution of other brands. As for bonus payments, these are voluntary services provided by the manufacturer anyway. Thus, there is no unreasonable impediment here either.
Experienced attorneys in commercial law provide advice at MTR Legal.
