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OLG München – Commercial agent’s right to be issued with excerpt from the accounts

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The limitation period for a commercial agent’s right to be issued with an excerpt from the accounts normally begins at the close of the year in which he or she received a final commission settlement.

When calculating the commission due, a commercial agent can demand an excerpt from the accounts concerning all transactions in relation to which he or she is entitled to commission. We at the commercial law firm GRP Rainer Rechtsanwälte note that based on this excerpt, the commercial agent is then able to review each and every transaction subject to commission in order to check whether the settlement is correct and complete.

In a judgment from 21 December 2017, the Oberlandesgericht (OLG) München, the Higher Regional Court of Munich, reaffirmed that the limitation period for this right normally begins at the close of the year in which the business issued the commercial agent with a final commission settlement (Az.: 23 U 1488/17). The Court then noted that a three-year limitation period is to be expected. This was said to be equally applicable in principle to insurance agents. The OLG went on to state that even if the brokered contracts are subject to an indemnity period in case of cancellation, this does not preclude the acceptance of a final commission settlement, as the insurance agent knows which amounts have been withheld as reserves in case of cancellation when receiving the settlement.

The Court ruled that the excerpt from the books must include a complete, orderly and clear presentation of all the information relevant to the commission as well as any information required by the commercial agent for the purposes of assessing his or her commission claims. Whether information pertaining to transactions is relevant to the commission in a given case depends on the commission scheme in place between the business and the commercial agent. The OLG München further stated that this can be ascertained mainly from the commission agreement in addition to mandatory statutory provisions, including sec. 87a paras. 2-4 of the Handelsgesetzbuch (HGB), Germany’s Commercial Code.

Legal disputes between commercial agents and businesses concerning claims for commission or compensation as well as non-compete obligations are common. To avoid these kinds of disputes, the main points ought to have already been settled in the commercial agency agreement in a clear and detailed manner. Lawyers who are experienced in the field of commercial law can serve as professional advisers to businesses and commercial agents, advising on matters ranging from drafting agreements to enforcing claims or fending off those brought contractual partners.

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