Under certain conditions, a commercial agent is entitled to compensation after the termination of an agency contract for customers they have acquired for the company.
In commercial law, the compensation claim of the commercial agent after the termination of the agency contract is regulated in § 89b HGB. A key requirement for this claim is that the commercial agent has gained new customers during their activity and the company continues to benefit from these business relationships, explains the business law firm MTR Legal Rechtsanwälte, which has a focus on commercial law in its advisory services.
After the termination of the agency contract, the company may continue to benefit from the newly established business contacts. The departing commercial agent then no longer has a claim to commissions but may be entitled to compensation. This also applies if the existing business relationships with a customer have been significantly expanded by the commercial agent. Such a compensation claim must be asserted within one year after the termination of the contractual relationship.
The compensation claim generally does not exist if the commercial agent has terminated the contractual relationship themselves, unless he can no longer perform the work for reasons of age or illness. A compensation claim also does not exist if the company terminated the contract but the termination occurred for important reasons due to the culpable conduct of the commercial agent.
When a compensation claim exists, the amount of the claim is often a point of contention between the parties. The legislator has only stipulated that the claim must not exceed an average annual commission in the last five years of the contractual relationship. For shorter contractual relationships, the average commission during the duration of the activity is decisive.
Additionally, the gross profit is calculated based on various factors, with the commission of the last year of activity serving as a basis. A forecast of the continuation and scope of the ‘new’ business relationships over the next three to five years is then created, which flows into the calculation. This can lead to different assessments by the parties.
MTR Legal Rechtsanwälte offers its clients comprehensive and competent advice in matters of commercial law and commercial agent law.
