SPAIN: Distribution contract: it is not obligatory to disclose the customer list to the manufacturer at the end of the contract if not expressly agreed.

Ignacio ALONSO | SPAIN | 2022-02-15

Ignacio ALONSO

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In this case, both parties had signed a distribution contract. When the contract terminated, the manufacturer requested in court that the distributor disclose the list of customers. The Court of First Instance, nevertheless, refused this obligation as it was not provided for in the contract and it concluded that this did not constitute a breach of contract by the distributor.

The first instance court had pointed out that

“…in the distribution contract concluded between the parties, no mention is made of the list of customers. Neither the prior existence of such a list nor the obligation to deliver it at the end of the contractual relationship is established. In fact, it is clear from the evidence that in the first communications between the parties, after the termination of the contract, nothing is required of the [distributor] concerning the said list, […].

[…] the request made for the disclose of the list of customers to which it seeks to link a breach of contract cannot succeed. […]

The Barcelona Provincial Court (299/2021 of 4 May 2021 EDJ 2021/591928, rec. 804/2019, Roj: SAP B 4483/2021 – ECLI:ES:APB:2021:4483) confirmed this decision for the same reason, and for not justifying that the manufacturer had its own goodwill different from that of the distributor.

And the Provincial Court confirms:

“[…] [the manufacturer] has not provided any evidence to prove that [the distributor] should disclose the list of customers, the lack of any contractual provision regarding this alleged obligation being a proven fact, nor does it prove that it had its own goodwill, since its general manager stated, in witness evidence, that the [manufacturer] went to look for [the distributor] precisely because of its clientele.”




Ignacio Alonso, IDI Country Expert for agency & distribution in Spain

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