jajajajajaja!! yes! absolutely! we will need you!!!

this picture give as a clear meaning of what exchange of promises means. From the moment I give you my hand I promise you that I will keep my promise!!!!!

Commercial Agency law: Gledhill v Bentley Designs

I made a bit research on a case and as I found it very interesting I want to write about it!   

The very recent case of Gledhil v Bentley Designs has played an important theme in Commercial agency law.Mr Gledhil was an agent for Bentley Designs for 17 years. He was their best commercial agent earning £85,000 a year from them in commission. In 2006 the company informed its agents that they should have to use eimail for future communications.

However, Mr Gledhil continued to use fax and phones and refused to comply with the instructions of the company despite multiple request to do so. As a result the company offered Mr Gledhil personal training as to the use of eimail and stated that if Mr Gledhil again fail to comply with the requests of the company he would be charged a monthly administration fee of  £100. Unfortunately, Mr Gledhil responded to the managing Director by verbally abusing him over the phone and the voicemail. Because of these actions and the fact that he refused to apologise, the company with no other choice decided to terminate his agency agreement.

Under the "commercial agency regulations" if the reason for the agency agreement termination is because the agent has failed to carry out all or part of his/her obligations under the agreement,an agent will not be entitled to compensation or indemnity on the termination of an agency agreement. The court held that Mr Gledhil was not entitled to any indemnity or compensation from the company because of the way in which he had spoken to the managing director and the  court held in favour of the company.

But the company would have been at less risk of making a substantial payout to him if the company had terminated the agreement due to his substantial failure to comply with the policy which they had imposed!

I strongly agree that this is a much clearer breach of the agency agreement and the company could easier defend its actions based on these grounds. The relationship between the principal and the commercial agent can be very complex. An agency agreement can be terminated by the  principal and for the principal where the agent is at fault or where he/she has acted  in "bad faith". The problem often lies in the interpretation.

• For further reading: 

   http://legal-news.ashbycohen.co.uk/
  The Commercial Agents (Council Directive) Regulations 1993 clause 17 & clause 3(1),(2)(http://www.legislation.gov.uk/uksi/1993/3053/regulation/17/made,http://www.legislation.gov.uk/uksi/1993/3053/regulation/3/made)
  transcript of the judgement : (http://www.bailii.org/cgi-bin/markup.cgi?doc=/ew/cases/EWHC/Mercantile/2010/B8.html&query=gledhill&method=boolean)

a brief introduction to pacta sunt servanda & the principle of good faith fulfilment

The notion known by the Latin Formula pacta sunt servanda is questionably the oldest principle of International Law. Pacta sunt servanda is the fundamental principle in diplomacy and International Law which holds that International Treaties, once entered into, should be upheld by all the signatories. Pacta sunt servanda is based upon good faith- implies the bona fide- of the parties. Although it reflects a longstanding moral aspect of contract in our law that there is an ethical as well as legal and moral obligation to keep one's contractual promises.Hence, the only limitation to pacta sunt servanda are the peremptory norms of general international law named as jus cogens which means compelling law.

The Civil Code of France 2010 codifies pacta sunt servanda as "agreements lawfully entered into take the place of the law for those who have made them. They may be revoked only by mutual consent or for causes authorised by law. They must be performed in good faith." However in Davis v G.N Mortgage the court marked pacta sunt servanda as a bedrock principle at contract law.

Article 26 of the Vienna Convention provides the principle of pacta sunt servanda that "every treaty in force is binding upon the parties to it and must be performed by them in good faith". With regard to International agreements every Treaty is based on the consent of the parties to it. It should be applied in good faith and is binding.The root of good faith indicates that a party to the Treaty cannot raise provisions of its domestic law as a justification for a failure to perform.

Ending, in the sociopolitical sphere, this fundamental principle of pacta sunt servanda may be seen as manifesting the need perceived by states for an International Legal System that can secure International order and forbid arbitrary chaos and behaviour. But in the legal sphere this principle could be seen as confirmation of the character of International Law as law. Under the principle the subjects of International Law are legally bound of what the law prescribes. The principle of good faith is the jus necessarium and is objectively needed.

for further reading: http://en.wikipedia.org/wiki/Pacta_sunt_servanda
http://www.jstor.org/pss/2203309
http://www.duhaime.org/LegalDictionary/P/PactaSuntServanda.aspx
http://www.britannica.com/EBchecked/topic/628186/Vienna-Convention-on-the-Law-of-Treaties