Many businesses assume that terminating an agency agreement also brings all settlements with the agent to an end.
👉 That is not always true.
The Civil Code provides situations in which an agent can successfully claim commission after the relationship has ended.
1️⃣ “The proposal came earlier”
The agent may claim commission if:
🔵 the customer’s proposal to conclude a contract reached the agent or the principal before the agency agreement ended;
🔵 the contract itself was concluded after termination.
👉 What matters is when the relationship was initiated, rather than when the contract was signed.
Importantly, actions such as the following may be sufficient:
▪️ contacting the customer;
▪️ beginning discussions;
▪️ arranging a meeting.
2️⃣ “It resulted from the agent’s work”
Commission may also be payable where:
🔵 the contract was concluded mainly as a result of the agent’s activities;
🔵 it was concluded within a reasonable time after the agency agreement ended.
📌 What does “a reasonable time” mean?
This depends, among other things, on the industry, the length of the sales process and how customers make decisions.
📌 A typical situation
The agent acquires a customer, arranges meetings and initiates negotiations.
The relationship with the agent then ends.
Two months later, the customer signs a contract without the agent’s involvement.
👉 The agent’s absence from the conclusion of the contract does not itself mean that no commission is due. If the contract primarily resulted from the agent’s earlier activities, the agent may successfully claim commission.
⚠️ The crucial issue: evidence
The agent must demonstrate:
▪️ what activities they undertook;
▪️ that those activities had a significant influence on the conclusion of the contract.
👉 Without this, the commission claim may fail.
⚖️ Can the agreement exclude these rules?
Generally, no.
👉 The parties may depart from the Civil Code rules only in a way more favourable to the agent.
📌 Conclusion
Terminating an agency agreement does not always bring dealings with the agent definitively to an end.
In some cases, an obligation to pay commission may emerge only after the relationship ends.
Before terminating, therefore, consider:
▪️ the stage reached in discussions with customers acquired by the agent;
▪️ which activities the agent has already documented;
▪️ the settlement rules in the agreement itself.
👉 Otherwise, the end of cooperation may turn out to be only the beginning of a commission dispute.
