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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?
Is an agreement for an agency or distributorship invalid if it is written in a foreign language?
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.
Are the laws in your jurisdiction related to the protection of distributors or agents of foreign manufacturers or suppliers restricted or overridden by any international law obligations (such as DR-CAFTA)?
Does the law distinguish between a distribution and a sales representation or agent relationship, and if so: how does the law define a distributor; 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. 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?
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? Are the remedies afforded by the law exclusive and exhaustive? Are moral damages recoverable for wrongful termination of a distributorship or agency?
If parties decide to settle a dispute over an agency or distributorship agreement, are there any special requirements as to form or otherwise for the agent’s or distributor’s waiver of rights under the local law to be effective?
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 (exclude) the application of the local law providing protections to the distributor or agent, or does the local law override any conflicting provisions of the foreign law?
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 courts 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.
Describe one or two examples of significant judicial decisions with respect to international distribution agreements or agencies that could provide a sense to the courts’ approach.
Reed Smith (Miami)
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