Legal Keys to Protect Your Rights and Your Business
International Agency Agreements in Spain: Key Legal Issues for Commercial Agents and Principals
International agency agreements involving Spain are subject to a complex legal framework combining Spanish law, European Union regulations, and international private law rules. Whether you are a commercial agent or a foreign company operating in Spain, understanding these rules is essential to avoid disputes and protect your business interests.
What is an Agency Agreement under Spanish Law?
Under Spanish law, an agency agreement exists where an independent commercial agent undertakes, on a continuous basis and in exchange for remuneration, to promote or conclude commercial transactions on behalf of another party.
Spanish legislation is based on EU Directive 86/653/EEC, which harmonizes the protection of commercial agents throughout the European Union. This framework grants important rights to agents, including compensation claims upon termination of the relationship.
Which Law Applies to an International Agency Agreement?
The parties are generally free to choose the law governing their agreement. However, even when a non-EU law is selected, mandatory EU protections may still apply if the agent performs activities within the European Union.
In the absence of a choice of law clause, the agreement will usually be governed by the law of the country where the commercial agent is established or habitually carries out its activity.
This means that:
- A foreign company operating through an agent in Spain may still be subject to Spanish and EU mandatory protections.
- Commercial agents may benefit from indemnity rights and other protections regardless of the law chosen in the contract.
- Courts may apply overriding mandatory provisions of the country where the contract is performed if they provide greater protection to the agent.
Which Courts Have Jurisdiction?
Disputes arising from international agency agreements are generally governed by the Brussels I bis Regulation.
As a general rule:
- The parties may agree on the competent courts.
- In the absence of such agreement, jurisdiction usually lies with the courts of the place where the agent principally performs the services.
In practice, this often means that Spanish courts may have jurisdiction where the commercial activity is carried out in Spain.
Why Legal Advice Matters
International agency agreements frequently involve:
- Cross-border disputes,
- Choice of law issues,
- Claims for unpaid commissions,
- Goodwill indemnities,
- Wrongful termination claims,
- Jurisdictional conflicts between courts.
Careful drafting of the agreement and strategic legal advice are essential to minimize risks and protect your commercial position from the outset.
Our firm advises commercial agents, distributors, and international companies on the negotiation, drafting, enforcement, and litigation of international agency agreements connected with Spain and the European Union.