Mandate and brokerage agreement

This is the most frequent dispute under these agreements. By law, a broker becomes entitled to commission when the brokered agreement is concluded (§ 644 of the Commercial Code), but the parties may agree that procuring an opportunity is sufficient (§ 645). If the agreement is silent or ambiguous, each party interprets it in its own favour. We therefore expressly define when entitlement arises, payment dates and the calculation basis.

They differ in who acts externally and for whose account. A mandatary acts in the client's name and for its account — agreements signed bind the client directly. A commission agent acts in its own name but for the client's account. A broker does not act in the transaction itself — it introduces opportunities and the client concludes the deal. In non-business relationships, a civil mandate agreement under the Civil Code serves a similar role. The type determines liability and tax and accounting consequences, which is why we begin there.

The principal undertakes not to use another agent within the agreed territory or transaction category, and the agent generally may not represent competitors in that territory. We precisely define the territory, transaction category and whether the agent receives commission on transactions the principal concludes independently in its territory — without this, exclusivity means little.

Possibly. If the agent brought new customers to the principal or substantially developed business, and the principal continues to derive substantial benefits after termination, an indemnity of up to average annual commission is due (§ 669 of the Commercial Code). The claim must be asserted within one year of termination and does not arise at all in some cases. We also address commission on transactions already under negotiation before cooperation ended.

Mandataries and agents must act with professional care and follow the client's instructions; departures are permitted only exceptionally in the client's interests. If they exceed instructions, they are liable for resulting damage. We therefore clearly define authority, how instructions are given and what happens when the agent exceeds them — protecting both parties.