DISTRIBUTION AND INTERNET

The Impact of Internet on Agency, Distributorship and Franchising Agreements

2008 ANNUAL MEETING OF THE INTERNATIONAL DISTRIBUTION INSTITUTE

6-7 June June, 2008 - Torino (Italy)

The International Distribution Institute (IDI), the leading organisation dealing with international distribution law, will hold its 2008 annual conference in Torino.

The conference is addressed to lawyers and businessmen involved in negotiating, drafting and managing international distribution contracts (agency, distributorship, franchising, etc.) and will deal with a number of topical issues which justify an in depth discussion between the participants and qualified experts in this field. The conference has been organized in collaboration with the European Company Lawyers Association (ECLA), the Italian member association of ECLA (Associazione Italiana Giuristi di Impresa: AIGI), the Piedmont Arbitral Chamber and the Turin Commercial Chamber.

The conference is divided into a main session (on Friday 6 June) and three parallel workshops on specific issues chosen by IDI in collaboration with its members (on Saturday 7 June, morning).

The main session (Friday, 6 June) is devoted to a number of new issues which arise in connection with Internet.

Internet offers new (and in some cases quite revolutionary) marketing tools both to principals/suppliers and agents/distributors/franchisees, which have a substantial impact on the existing sales networks. This new challenge may imply the need to change the present distribution strategies or to create appropriate defenses for maintaining the existing situation.

In this context several new problems arise.

• Can the supplier/principal sell through Internet without infringing the exclusive rights of its agents or distributors?
• Should distributors be allowed to sell on Internet or should such sales be prohibited or submitted to control by the supplier?
• And, if the supplier wishes to limit the right of the distributor (or franchisee) to promote business through Internet, does this imply an infringement of the antitrust rules?

A more general issue, which is of great practical interest, concerns the use of Internet in the negotiation and conclusion of international contracts. The main questions to be discussed in this context are the following:

• Can a contract agreed through Internet be considered to be as effective as a written contract?
• What is the practical experience on digital signatures?
• How to manage contract modifications made through e-mails?

The second session (Saturday June 7, morning) will deal with three parallel workshops on the following themes:

• Calculation of goodwill indemnity for agents and distributors in various jurisdictions. How to foresee the amount and how to limit it.

  This workshop intends to provide more precise and practical information (based on the actual approach followed by the courts) about the way goodwill indemnity for agents and distributors (if any) is calculated in countries of major importance. At the same time, the possible means for excluding or reducing the amount of indemnity will be analyzed.

• M&A and distribution networks. How to avoid pitfalls when acquiring a company with a distribution network?

  This workshop intends to provide more precise and practical information (based on the actual approach followed by the courts) about the way goodwill indemnity for agents and distributors (if any) is calculated in countries of major importance. At the same time, the possible means for excluding or reducing the amount of indemnity will be analyzed.

• Litigation strategies in international distribution agreements.

  Which are the most appropriate strategies to be implemented when litigation cannot be avoided?

  The workshop will examine some of the possible options which must be analyzed in order to work out a contractual strategy, like for instance:

  • Arbitration or ordinary courts? In which situations arbitration should be preferred and in which not? In which cases arbitration is not effective (e.g. Belgian distributors, Italian agents).
  • What happens in the EU (under regulation 44/2001) or under the new Lugano Convention when no choice of court has been made? Agents will normally be able to claim before their courts, but for distributors the situation is different in various countries.
  • How to make sure that a choice of forum is effective: the requirement of written form.

On Friday evening a gala dinner will be held at "Il Cambio", a prestigious example, since 1757, of the Torino culinary tradition and hospitality. Places are limited and must be reserved in time.

For more information see the practical information hereafter.