A more recent version of these Agency Agreements notes – written by Cambridge And Oxilp And College Of Law students – is available here.
The following is a more accessble plain text extract of the PDF sample above, taken from our Commercial and IP Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
Elective: Commercial and IP
Commercial Law Agency Agreements
Agent is an INTERMEDIARY between the supplier [the "principal"] and the ultimate consumer.
Agent REPRESENTS the supplier - he can negotiate and [sometimes] conclude contracts for supplier. Agent acts on behalf of the supplier.
Agent is NOT PARTY to the contract [it is the supplier who contracts with customer]. Th agent creates a legal relationship between the supplier and end consumer. Supplier bears the financial and legal risk!
Agent receives a fee / commission for his services for each contract Types of Agency Agreements:
1. Sales: Agent has authority to conclude the contract.
2. Marketing: Agent only has authority to negotiate on behalf of the supplier.
3. Exclusive: The Agent is assigned a territory and has exclusive authority to negotiate / conclude contracts over this area. The principal cannot interfere.
4. Non-Exclusive: Agent, principal and other agents can conclude contracts in the territory. Least advantageous for the Agent.
5. Sole: Both agent and principal can conclude contracts within the territory. Sources of rights / obligations
Agent has a fiduciary role
Common law rights for Agent [e.g. indemnity against expenses incurred on principal's behalf]
Commercial Agents Regulation 1993
Contractual rights [from Agency Agreement] -the agreement defines the authority of the agent and specifies the rights & duties for both supplier and Agent. Agent's authority General rule: If agent acts within authority [actual or apparent] -the contract is binding between the principal and 3rd party.
a) Actual authority:
? Express; or
? Implied: "usual / customary authority" -agent may impliedly have the authority which an agent in THAT position usually has or what is customary for agents in that particular trade have b) Apparent / ostensible authority:
? Based on Estoppel [fairness to 3rd party to impose the authority on the agent]
? 3 requirements =
a) Representation that Agent had authority b) From someone with authority to make that representation; and c) 3rd party must rely on that representation
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