You are currently accessing Latin Lawyer via your firmwide account.
If you would like to login via a personal account, please use the link below. Log in
The business law resource for Latin America
Select specific jurisdictions to filter on. Alternatively select no jurisdictions and select questions below to see all jurisdiction answers for them.
Select specific questions to filter on. Alternatively select no questions and select jurisdictions above to see all question answers for them.
Does the law in your jurisdiction require that distributors or commercial agents for foreign manufacturers or suppliers be owned by a national of your jurisdiction?
Are oral agreements for distribution or a commercial sales agency enforceable or must they be in writing to be enforceable?
Must the foreign manufacturer’s or supplier’s contract with the distributor or commercial agent be registered with a local governmental agency? If so, please identify the agency; briefly describe the registration process and what is required to register including any fees or other amounts to be paid; and describe the consequences of not registering the agreement.
Does the law permit the appointment of a distributor or commercial agent to be non-exclusive?
Please identify any laws in your jurisdiction that are designed specifically for the protection of distributors or agents of foreign manufacturers or suppliers. Please briefly describe the concept of each such law (for example, “the law overrides the freedom of contract by restricting the effectiveness of certain contractual terms, such as arbitral clauses and termination rights that violate the strictures of the law”).
Does the law distinguish between a distribution and a sales representation or agent relationship, and if so: how does the law define a distributor (For example, the law describes a “distributor” as “one that purchases goods from a foreign supplier for resale.”); how does the law define an agent or representative; and will the courts look to the facts and nature of the parties’ relationship as opposed to what the parties called the relationship in their agreement in determining whether the relationship is within the scope of the law?
Please describe what qualifies as a “manufacturer” or “supplier” within the meaning of the law.
Does the law apply to domestic as well as foreign manufacturers and suppliers? If not, please describe the differences in the law’s application.
When was the law enacted?
Does the law apply to agreements entered into before the law’s enactment?
Can the protections of the law be waived in the distributorship or sales agreement or otherwise before a dispute arises?
Describe briefly the law’s regulation of the termination of a distributorship or agency. (For example, if a distributorship is terminated without cause, the distributor is entitled to compensation in the amount of certain percentage of past profits for each year of the life of the distributorship.) Does the law impose any consequences or liability upon a manufacturer or supplier who terminates a distributor or agent even if the termination is in accordance with the terms of the parties’ contract?
Does the law impose any consequences or liability upon a manufacturer or supplier who, upon the expiration of contractually-agreed term of the distributorship or agency, simply elects not to renew the distributorship or agency?
Does the law protect an agent or distributor who is terminated for cause? (In other words, does a distributor or agent lose the law’s protection if it is terminated for “just cause" or "for cause"?)
If the law distinguishes between terminations for cause and terminations not for cause, please specify: how the law define “just cause” or “for cause”; and can the parties define what constitutes “just cause” or “for cause” in their agreement for purposes of the law’s protections?
What are the remedies accorded to a distributor or agent in the event of a termination protected by the law? (For example, does the law require the payment of damages based on an indemnification formula or prohibit the importation of products into the country?) Are the remedies afforded by the law exclusive and exhaustive? (For example, can the distributor or agent seek to recover damages for a termination over and above the remedies provided by the law, such as for other alleged contractual and extra contractual damages?) Are moral damages recoverable for wrongful termination of a distributorship or agency?
What is the statute of limitations by which a claim must be filed by the distributor or agent for recovery under that law, and as of when does the period of limitations begin to run?
Must issues that arise under agency or distributor agreements be governed by local law, or can the parties agree that their relationship and agreement will be governed by foreign law?
If the parties are allowed to contract for the application of foreign law in their agreement, does that pre-empt the application of the local law providing protections to the distributor or agent?
If the distributorship or agency agreement provides that all disputes must submitted to international arbitration, is such a requirement valid, or does local law require that disputes be submitted exclusively to local tribunals or local administrative bodies? If arbitration is allowed as a method of resolving distributorship or agency disputes, must the arbitration take place in the country of the distributor or agent or can the seat of the arbitration be in another country?
If there are no laws specifically designed to protect distributors or agents in your jurisdiction, is there any jurisprudence established by the courts in your jurisdiction specially or uniquely for the protection of distributors or agents? If so, please provide a brief overview of such special rules.
Are there competition laws or regulations designed to cover specifically distributor or agency relationships? If so, please briefly describe.
Interested in contributing to Latin Lawyer Reference?
Email our Co-Publishing Manager
Copyright © Law Business Research
Company Number: 03281866 VAT: GB 160 7529 10