The Supreme Court (Judgement 506/2019 of October 1 rec. 3226/2016 EDJ 2019/700965) confirms that Goodwill Indemnity in an Agency agreement shall consider all the retributive elements of the relationship included in all connected agreements.
The case involved an agency agreement between Telefonía i Mobilitat Telimo, SL (Telimo, the Agent) and Vodafone España SAU (the Principal).
The parties had signed an agency agreement during 1996-2013 and also some documents called “programs and assistance” and “payment post sale service point”. These were adhesion agreements renewed each April.
From 2006 objectives and conditions were hardened with new tariffs and commissions. In 2013 Vodafone imposed new contractual conditions where commissions were cut. After some discussions Vodafone ended the agreement with no indemnity and Telimo sued asking for goodwill (clientele) compensation.
First instance Court granted an indemnity of 106.357 euro. Both parties appealed and the Court of Appeal increased the amount to 277.012 euro.
The Supreme Court confirmed the Court of Appeal judgment. In order to interpret the commercial relationship the Court considered all the relationships between the parties not only because the object was common in all of them (the promotion and sale of Vodafone products), but also because they had the common ground of the commercial collaboration based in a sole remuneration, depending on some commercial objective marked by Vodafone. All these elements were included in the invoices. Therefore, in order to calculate the goodwill indemnity it shall be considered all the different commercial relationships which need to be interpreted as a whole agreement, including all the economic and legal elements such as commissions for registration, permanence, use, programs and incentive remunerations, etc. all of them linked to the agency agreement.
Ignacio Alonso, IDI Country Expert for agency & distribution in Spain