Agency Contract in International Trade

• Author: Laura Rudnyanszky
• Profession: Legal Adviser, Mediator, Bucharest, Romania
• Pages: 60-80

Agency Contract in International Trade

Laura RUDNYANSZKY

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Abstract

Cooperation is, at the same time, a crucial condition of the new international eco-

nomic order, expressed via the lato sensu international trade which embraces a limitless

range of economic, technical, financial, banking and similar operations. The legal rela-

tions between the states acting as sovereign powers (de jure imperii), between them and

the international government organizations, as well as the organizations falling within

the sphere of public international law regu lation and, more precisely, of international

economic law and of international development law as branches of international public

law, when such legal relations refer to the field of international economic cooperation.

International commercial law and international public law also feature important points

of convergence, essentially stemming from the element of internationality that character-

izes in equal measure the legal relations that represent their subject of regulation. Thus,

the fundamental principles of international public law also apply to within the interna-

tional commercial law relations and, a fortiori, to those which involve the participation

of the stat. The correlation between these two legal subjects is more obvious in certain

situations, such as in terms of the consequences exerted by interstate economic agree-

ments on international trade agreements.

Keywords: convention on agency, international economic cooperation, interna-

tional trade, legal operations.

JEL Classification: K33, K12, A10

1. Introduction to contracts on agency in international trade

Agency represents the activity carried out by a person via another person,

stakeholder. However, agency implies representing the stakeholder. As repre-

sentative, the agent may work on behalf of the principal or on their own behalf

Agency applies when one person, the agent, has the authority on behalf

of another person, the principal, to conclude legal agreements with third parties

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.

Agency relations are established between three persons: the principal, agent and

third party. They act as an apparent derogation from the rule according to which

conventions only generate effects between the contracting parties (art. 2096

NCC.).

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Laura Rudnyanszky – Legal Adviser, Mediator, Bucharest, Romania, juridic@jjgroup.ro.

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Art. 1 of the ”Geneva Co nvention on Agency in the International Sale of Goods ” as of February

17, 1983.

Diversity and Interdisciplinarity in Business Law 61

The derogation is valid to the extent to which there are no contrary legal

provisions or incompatibilities with the nature of such right

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.

After the power of authority, the agency may be legal, conventional and

judicial. In international trade activities, the brokerage for concluding commer-

cial business between partners from different parties may only be done by con-

ventional agency. In order to generate legal effects, conventional agency must

meet the following conditions:

- to feature an agency authorization;

- the agent must act within the limits of the authorization received;

- the agency relation must be communicated to the third party

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;

Legal documents concluded by the agent without authorization or by ex-

ceeding the powers granted only binds the agent if such are subsequently ratified.

The ratification may be explicit or tacit, acting as a power of attorney.

In international terms, adopting a harmonized regulation applicable to

agency compatible with various legal systems contributes to the elimination of

obstacles in international exchanges and favors the development of international

trade. Under the auspices of specialized international bodies, the Convention on

Agency in the International Sale of Goods was concluded on February 17, 1983

in Geneva, while the Convention on Law Applicable to Agency was concluded

on March 14, 1978 in Hague.

Also with regards to the international regulations on agency, the UNI-

DROIT 2004 Principles and the sample agreements issued by the Paris Chamber

of Commerce

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also play an important part.

Due to the development and evolution of the human society in general, we

are witnessing a continuous multiplication and diversification of agreements con-

cluded between various natural and legal persons.

The terms of special agreements represent an intermediate link between

the general theory on obligations, which establishes the rules of conclusion and

execution for agreements in a general and abstract manner and the individual

agreement that specifically connects two or more persons

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.

Business, in general, is a complex activity for the manufacture and circu-

lation of goods. Currently, it implies dense trade relations, on various markets

located at great distances, where competition is sever, thus implying the necessity

of cooperation between traders or goods manufacturers with certain persons, in

3

T.R. Popescu, Dreptul Comertului international (International Commerce Law), Didactic and

pedagogical Publishing House, Bucharest, 1976, p.246.

4

I.N. Fințescu, Curs de drept commercial (Commercial Law Course), vol. I, Bucharest, 1929,

p.139.

5

See the International Agency Contract samples, Publication no.644 as of 2002 and the Occasional

Intermediary Contract samples, Publication no.619 as of 2000.

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Florin Aurel Moțiu, Contractele comerciale de intermediere fără reprezentare (Commercial

Agency Contracts without Representation), Lumina Lex Publishing House, Bucharest, 2005, p.7.