The agent in the legal sense is a person authorized by another person (principal) to submit it or act on his behalf in relations with third parties. In the export trade, the authority, which exporter provides an independent agent abroad, is usually in one of two forms: the agent may be authorized to represent third parties on its territory, leaving the decision to enter into the Treaty, or enter into contracts with third parties on behalf of the Principal.

Everyone agent agreement Creates three types of relationships:

1) between the principal and agent;
2) between the principal and the third person;
3) between the agent and the third person.

The first is an internal agreement between the principal and agent, the true agency agreement. It establishes the rights and obligations of these two sides, the scale of the authority of the agent and its remuneration.

The second is the usual contract of sale, but it makes some additional features, due to the fact that the seller has concluded a contract through the representative.

The third relationship occurs in exceptional obligations.

Agency contract It may be directed to the agent of both legal and actual actions, the ultimate goal of which is to establish contractual obligations between the principal and the third person. As a rule, the Agent acts on behalf of the Principal and, therefore, concluded by him or with its promotion of the transaction create rights and obligations directly for the principal.

The relations of the principal and agent may arise from a written or oral agreement, from the corresponding behavior of the parties. In order for the actions of the agent to oblige principals, they must be committed within the credentials provided to him. The authority of the agent is directly pronounced (English - Express Authority) and implied (eng. - implied authority). Directly expressed authority can be provided in any form. The implies are considered to be such powers that, not being expressed, are necessary for the proper execution by the assignment agent of the principal.

Judicial practice allocates the authority of the agent arising from such behavior of the principal, which gives the basis to third parties to assume the provision of relevant authority to the agent. We are talking about the so-called visible powers based on the procedural limitation of law and objection.

In addition, the needs of trade turnover is due to the recognition of an agent of powers as necessary (English - Authority by Necessity). Usually, therefore, there are cases when the agent owns the goods principal, but has limited powers in their respect. The first prerequisite for this is the emergence of an emergency commercial need to exceed the authority to protect the interests of the principal. The second condition is the impossibility for the agent to receive appropriate instructions from the principal.

Legal regulation of the activities of the principal

The principal concludes an agreement with the agent, and the latter is not obliged to disclose the essence of its representation to a third party. Here are the following options:

1) the agent concludes an agreement with third parties from his own behalf, in which case it is valid for the undisclosed (English - undisclosed) principal;
2) The agent reports the principal, but does not call him a name, for example, signs an agreement from the "name of our principals" and, therefore, acts for the unnamed (English - unnamed) of the principal;
3) The agent reports on the existence of the Principal and calls his name, acting on the title (English - Named) of the Principal.

The first of three cases is of particular importance, as it reveals the differences between the concept of the agency, which is characteristic of legal Systemsbased on the usual right, and the approach that dominates the continental right of most European countries.

In all cases, the key is that the undisclosed principal has the right to intervene and present a direct suit to the buyer. In other words, the right to choose the buyer and the right to choose to intervene the principal give them the opportunity even in the case of an unproed representation to establish direct contractual relations among themselves. In two other cases, the buyer can pursue in judicial order Only the principal. The claim to the agent can only be present in the case when the legislation existing on the agreed territory provides for other regulation or when the agent is personally responsible to a third party or responds in accordance with trade orders.

Agent that does not disclose the fact of the existence of its principle is usually responsible if the third person finds it necessary to initiate a lawsuit, and in this case it does not matter, for example, the fact that he adds such a descriptive term to his brand name as "export and Import representative office. However, if he signs the contract with the buyer as an Agent or sending him letters "on behalf of the Principals" or "Due to Principals", he does not bear personal responsibility, even if he did not disclose the name of the principal.

Some "continental laws" differ in this regard from the norms of normal law and provide for such a rule: if the contract is concluded by the agent on its own behalf, only he, and not the principle can declare claims. Taking into account this discrepancy, the exporter wishing to retain the right to file a lawsuit with the buyer abroad about the purchase price should directly indicate in the contract that he concludes with the agent that the latter is obliged to reveal its essence of the representative for the sale of goods to customers or at least Ask the agent to convey to him the right to make a lawsuit to buyers, if necessary.

The agency agreement has an explicit advantage over other mediation agreements, because its subject is not limited to the strict framework of legislation. Such contracts are convenient to conclude to buyers or when searching for suppliers than and use many organizations.

By its essence, the Agency Agreement is an agreement of instructions or commission, depending on whether the agent acts on whose behalf, therefore, the relations that are governed by the agency contracts are applied by the rules provided for for contracts or fees of the Commission. Features of the application of these norms are fixed in Art. 1011 of the Civil Code of the Russian Federation. The rules acting for contracts of instructions and the Commission are applicable to the agency contracts in the part in which they do not contradict Chapter 52 of the Civil Code of the Russian Federation "Agency".

Agency agreement on its legal nature is a consensus, compensable and bilateral. It can be concluded both for a certain period and without specifying the term.

The legal features of the agency contracts are governed by Chapter 52 of the Civil Code of the Russian Federation, and the definition of a agency contract is given in Article 1005 of the Civil Code of the Russian Federation.

"According to the agency agreement, one party (agent) undertakes to make legal and other actions on behalf of the other Party (principal) on behalf of the other Party, but at the expense of the principal or on behalf of the principal.

According to the transaction, performed by an agent with a third party on behalf of and due to the principal, rights and obligations arise directly from the principal. "

Thus, we see that the parties on the agency agreement are the agent (performer) and the principal (Customer).

An essential condition of the agency agreement is its subject. The subject of the contract is the list of actions that the parties are committed under the contract. The contract must include information that it is authorized to make an agent, from whose name: its own or principal. Transactions made by agent on their own behalf, give rise to the rights and obligations of the agent and a third party. According to transactions on behalf of the principal, duties and rights, it is from the principal and third party.

If the contract does not specify specific transactions, then the principal disappears the right to refer to the absence of the right of the agent to commit these transactions and on the invalidity of the contract, in the event of disputes. Prove that the third person could or should have known about the constraints in the authority of the agent, it will be impossible.

The agency agreement is paid on a paid basis, therefore it is necessary to provide a remuneration to the agent, its size, order and timing of the payment. If you do not specify these conditions in the contract, the payment of the agent will be calculated on the basis of the average market value of such services.

According to the Agency Agreement, the Agent undertakes for the remuneration to make legal and other actions on behalf of the principal, but at the expense of the principal or on behalf of the principal.

Depending on how a agency agreement was concluded, the rights and obligations of each of the parties to the contract differ.

According to the transaction, performed by the agent with a third party from his own behalf and at the expense of the principal, acquires the right and becomes the obligated agent, at least principle and was named in the transaction or joined the third person to direct relations on the execution of the transaction.

In this case, the rules of chapter 51 "Commission" of the Civil Code of the Civil Code of the Civil Code of the Civil Code of the Civil Code of the Civil Code of the Civil Code are applied to the relations arising from the agency agreement.

According to the transaction, performed by an agent with a third party on behalf of and due to the principal, rights and obligations arise directly from the principal.

In this case, the rules of chapter 49 "Assignment of the Civil Code of the Civil Code of the Russian Federation are applicable. It should be borne in mind that if the agency agreement was implemented according to the instruction of the Assistance Agreement, then the general standards for the representation established by Chapter 10 are applied to it, as well as the Agreement of the Agreement. Power of attorney "Civil Code of the Russian Federation.

That is, the Agency Agreement is the form of a mediation contract, which includes elements of an agreement of the instruction and commission.

Within the framework of one contract for the agent, a different nature of the instructions may be assigned: he performs, speaking on his own behalf, others - on behalf of their principle.

The principal pays the remuneration agent in the amount and in the manner defined in the Agency Agreement. This provision is established by Article 1006 of the Civil Code of the Russian Federation.

"The principal is obliged to pay a remuneration agent in the amount and in the manner prescribed in the Agency Agreement.

If in the agency agreement agency Remuneration It is not provided, and it cannot be determined based on the terms of the contract, the remuneration is to be paid in the amount determined in accordance with paragraph 3 of Article 424 of this Code.

In the absence of conditions in the contract on the procedure for payment of agency remuneration, the principal is obliged to pay remuneration within a week from the moment of submission to it by the report by the report for the past period, unless otherwise of the payment of remuneration does not flow out from the being of the contract or customs of business turnover.

The principal is obliged to issue the appropriate authority to the agent and provide it with the means necessary for the execution of the assignment given to him, because both legal and actual actions are always committing a principal.

Agency Agreement, as well as the Commission agreement, is expected to be paid. Regardless of whether the agent acts on behalf of the principal or on its own behalf, the principal is obliged to pay a fee, even if the payment is missed in the contract.

Agency agreement concluded for a certain period ceases after this period, and unrestrained contract It may be terminated by one-sided refusal of any of the counterparties from its further execution (Article 1010 of the Civil Code of the Russian Federation). The grounds for its termination can also be recognized by the agent - an individual incapable, limitedly capable or missingly absent, as well as insolvent (bankrupt). In this case, the agent cannot independently act in the property turnover. The agency agreement is terminated with the death of a citizen who was a former agent (since its possible heirs, as a rule, will not be able to speak in this capacity, the law does not oblige them to be successors in such respects), as well as when the legal entity is eliminated - an agent or principal (for Situations the succession is excluded). The reorganization of the legal entity - the part of the agency agreement does not entail the termination of the contract, for the obligations of the reorganized legal entity pass to its successor (and the contract itself does not have a trustfulness person).

The agency agreement can be used both in the entrepreneurial turnover and in other civil lawsuits, where, however, there may be well-known features. Thus, in the field of using the results of creative activities, the Agency Agreement may be associated with the acquisition, transmission or use of exclusive rights (authors, patent holders, subjects of related rights), which requires accounting for their special legal nature. In this regard, the appearance is possible separate species Agency contract, the features of the regime of which are established by special laws.

Since the Agency Agreement is a new type of contract in russian legislationIt is envisaged that the law can be settled by the features of its individual species. From international practice, such types of agency contracts could be borrowed as:

- Agency Agency for the sale of real estate at the public auction (agent - auctioneer);
- agency contract for the transfer of goods for the purpose of selling them (agent - factor);
- agency agreement on negotiations between the two parties in order to conclude a contract (Agent Broker);
- Agency Agency for Sale Real Estate (Agent - Realtor).

The company concludes a deal with the counterparty about providing intermediary services. Read about the features of agency contracts and use a sample agreement.

Read in our article:

Sample agency agreement: how to develop a document and what to enable in the conditions

The agreement between the principal and agent is a mediation agreement. In Article 1005 of the Civil Code of the Russian Federation there is a concept of agency contract. The parties of the transaction can be both physical and legal entities. The principal instructs the agent to make actual or legal action And pay them. The agent assumes the obligations to fulfill the instructions of the principal for remuneration.

The agent has the right to conclude a subagent agreement in order to fulfill the conditions of the main one. At the same time, the agent is responsible for non-fulfillment of obligations to the principal. The main contract may include the Conclusion of the Subagent certain conditions Either without specifying them.

The contract is not subject to state registration (Definition of the Armed Forces of the Russian Federation of October 24, 2003 No. 5-B03-80). The agreement conclude in simple writing.

Within the framework of the Agreement, you may need to make a power of attorney for Jurlso.

Guest, Meet -!

In the Civil Code about the agency contracts said in chapter 52

The Civil Code contains which regulates the rules for the conclusion and termination of agreements between the agent and the principal. According to legal Nature Agency includes elements of the commission and instructions and partially falls under the actions of the provisions of Chapter 49 of the Civil Code "Assignment Agreement" and Chapter 51 of the Commission "Commission".

Conditions that contradict Art. 978 of the Civil Code of the Russian Federation are not applied (). Provisions of Art. 977 and 1002 of the Civil Code of the Russian Federation on the basis of termination of the contract do not apply to the agency relations ().

For the agency agreement, a condition for the principal refers to a significant

Take into account when preparing a agency contract, which is included in mandatory conditions - It is necessary that the contract is recognized by the prisoner (Art. 432 of the Civil Code of the Russian Federation). In this case, the mandatory (or significant) includes:

thing,
instructions for whose behalf there is an agent.

The subject is legal and other actions that are obliged to fulfill the agent on behalf of the Principal. The principal issues an agent a power of attorney for the commission of legal actions.

The parties indicate in the contract, the agent acts from whose behalf. If the agent speaks of his own behalf, it becomes the acquirer of the rights and obligations under the contract. If the agent speaks on behalf of the principal, the principal becomes the acquirer and responsibilities.

The remuneration condition is not included in significant

For the artist, it is important to indicate what a remuneration he will receive at the agency agreement. However, condition is not significant. Size and part of payment Parties:

establish in the contract;
determine according to customs of business turnover, which are used in a similar situation.

If the contract has not been established for payment, it is 1 week from the date of the report on the implementation of the Instructions of the Principal. Conclusion of the contract by frequently used Not permissible ().

The agent's remuneration size may depend:

from the subsequent effect of work ();
from the amount of expenses for the execution of the contract ().

But it does not depend on the moment of receipt of the fundamental principal from third parties ().

In the contract you can specify territorial restrictions

The parties have the right to register the territorial restrictions on their actions in the Agreement:

the obligation of the principal is not to enter into agreements to make similar actions with other agents who lead their activities on the same territory;
refusal of the principal from independent actions that are assigned to the agent;
agent's commitment not to conclude agreements with other principles for the commission of similar actions on the territory of the commission.

The parties do not have the right to include in the agreement the conditions for the sale of goods, performance of work, the provision of services of a certain category of persons or the category of persons who live (are located) on a territory agreement specified in the contract. Such conditions are insignificant.

The Contractor provides the principal to the report

The agent is obliged to submit the report to the principal in the manner and within the deadlines that are listed in the contract. If the submission period is not defined, the report is submitted as the order is executed or at the end of the contract. The submission of the report is mandatory, even if the contract does not contain the conditions of this (the decision of the Far Eastern District, from 14.08.2007 No. F03-F51 / 07-1 / 2236 in case No. A51-5304 / 2004-12-107).

If the principal does not agree with the data of the report, it is obliged within 30 days from the date of its receipt to notify the agent. The contract may establish a different period for presenting objections to the content of the report.

If the principal has not stated objections, he accepted the report. At the same time, he reserves the right to prove in court that the agent did not fulfill the instructions in the claimed volume ().

The agent applies to the proof of the cost of expenses, if the agreement does not provide for otherwise.

As an agency agreement apply in practice

The contract is used in the case when the principal lay on the assignment agent of a different nature, within the framework of one contract. For example, to implement a certain property, examine the needs of the market and implement an advertising company.

Agency Agreements include the Distribution Treaty and Electricity Treaty

Examples of agency contracts include:

Contract for the fulfillment of the functions of the state customer (). For example, the principal transmits the agent to the function of organizing the construction of objects on its own behalf and undertakes to pay for the actions of the agent.
The contract for which the Customer undertakes to be on its own on its own behalf, but at the expense of the developer, to fulfill the functions of the technical customer for the construction and commissioning of construction objects ().
Distribution Treaty (). For example, the principal transfers the agent exceptional law On the placement and sale of goods in the agreed assortment at the agreed territory.
Agency contract for utility services (). For example, an agent undertakes to accept payments on behalf of the Principal or on its own behalf, but at the expense of the principal for the remuneration, as well as to perform other actions that must be made to fulfill the assignment.
Agency Agreement on utilities By electricity. For example, an agent performs on its own behalf and due to the principal of action to ensure water supply, drainage, electricity of premises, acts as a mediator between the power supply organization and the subscriber.

Some agreements have similar features, but they do not belong to the agency

Not recognized by agent agreements, although they have a lot of common with them:

Legal analysis and analysis of documents (). Analysis can be conducted on behalf of another person. Recognizes paid service provision.
Execution of work with the transmission of the result (

By agency Treaty one side (agent) undertakes for the remuneration to make on behalf of the other side (principal) Legal and other actions on his own behalf, but at the expense of the principal or on behalf of and due to the principal.

The agent can act on his own behalf and due to the principal, then the right and responsibilities for transactions concluded by the agent with third parties acquires the agent. Under the actions of the agent on behalf of the principal and by his account, the subject and responsibilities are the principal, which in this case is the party in the transaction.

In addition, the actions of the agent always worn character.

Characteristic contracts: consensual, compensated, bilateral-obligatory.

As parties to the contract Any subjects of civil law can act. Individuals must be fully capable.

The form Contract obeys general rules About the form of transactions. If the contract is concluded in writing and the authority of the agent is reflected in it, the principal is not entitled to refer to the lack of appropriate authority in the agent, if he does not prove that the third party with whom the agent has made a deal, knew about the restriction of the agent's authority.

Agency Agreement creates relations that are referred to in the literature special form of representation. Agent when he must take legal actions, including even when an action is made on behalf of the principal, a power of attorney is not required, even if the contract does not contain all the powers that the agent is authorized in principle, but are the powers in general form. In this case, the principal does not have the right to refer to the presence of a dispute with a third party that the agent acted outside the authority.

Time Contracts can be both definite and indefinite. If the contract period is not defined, then any Party of the Treaty has the right to abandon its execution at any time.

Civil law involves making transactions from his own behalf or by delegating the powers of the intermediary - an agent. In the second case, the Customer (Principal) concludes an agreement with the agent. Under the terms of the contract authorized person He undertakes to make legal and other transactions on behalf of the Principal.

If you are interested in a agency agreement - what is the deal and how to place it you can learn from article 1005 of the Civil Code of the Russian Federation. By law, this agreement may have a specific period or be perpetual. Please note that the Agency Agreement is characterized as compensated or, in other words, providing for the monetary remuneration of the agent for services.

Features of the agency contract

Agency Agreement is an agreement, within the framework of which the Agent undertakes to fulfill the instructions of the Principal for a specific remuneration. The performer can act on his own behalf and at the expense of the Customer or on behalf of the Customer. The agreement applies to legal and other actions of subjects. Conditions are prescribed in the contract itself.

Unlike the usual service contract, the agency agreement is much wider in the scope of authority. After approval of the Agreement with the Principal, the Agent has the right to conclude another agreement, but already with a business entity (for example, a transport company or a brigade) to provide relevant services to the customer.

The form of execution of agency commission, the Contractor determines at its discretion. As we see, the essence of the agency is reduced to the execution of the customer's instructions.

In contrast to the supply contract, the Agency Agreement has more favorable conditions. The advantages of the agreement are related to the nature of legal obligations:

Charging the Agent Implementation of the Goods, the Customer retains property until the buyer finds on it. Cash From the sale of goods come to the disposal of the principal. The agent receives only the agent for the service for him.

On a note! In case of dissatisfaction with the work of the agent, the principal is entitled to terminate the contract. At the same time, in contrast to the supply contract, the customer will retain its property.

Agency agreement may be beneficial in terms of control over the large and small property of the customer. For example, remnants can become objects of credit transactions.
The contract can reflect important conditions for the principal. Thus, the Customer has the right to indicate ways of selling products, features of corporate work, approaches to the conclusion of legal transactions, etc.
If you analyze the agency agreement for which you need, it should be noted that it is beneficial primarily to the customer. The principal can allocate additional remuneration for the agent, which will affect the success and timing of the fulfillment of obligations.

Thus, the current actors of the Agency Agreement are a customer and performer. Terms of transfer of obligations are prescribed in the contract.

In what cases is the agency agreement

Legal features of the agency contracts apply to legal and other spheres. The subject of the agreement is civil services. Most often they are associated with business activitiesaimed at making a profit.

By its structure, the agency agreement looks like a legal agreement between the customer and the Contractor. The main provisions of the document should not go into incision with the current legislation of the Russian Federation. Otherwise, the victim is entitled to submit to terminate agency agreement and attract a violator to financial recovery.

If an agency agreement is concluded with the principal and transfer of powers to third parties, the agent is responsible to the customer.

Just above, we looked at what agency agreement is and why it is beneficial to the principal. But the contract also protects the rights of the agent. If the performer pione material damage Due to the actions of the customer, the affected person is entitled to demand from the principal of damage compensation.

In the preparation of a agency agreement should be given the powers of the Contractor. This is necessary in order to court proceedings It was clear how the agent exceeded the authority or, on the contrary, acted under the contract.

All about the agency agreement, including the features of its conclusion, can be found from Art. 1005 Civil Code of the Russian Federation. It provides comments on the provisions that explain the main points of the law.

At the preparation stage, the agency agreement may have the nature of clarifying items. Based on entrepreneurial interests, the customer has the right to include a number of prescriptions by the Contractor. For example, in the Agreement, options for concluding contracts for services can be recorded (only contracts for supply or purchase and sale from customer's funds). By signing an agreement, the Agent undertakes to follow the prescriptions of the Principal and not to go beyond the legal framework of the law.

Agent contracts and their types

By constituting the Agency Agreement, it is important to take care of the inclusion of fundamental points:

For how long the agency agreement is concluded.

Civil contracts have a validity period, after which the document loses legal force. When the contract is on an indefinite basis, the basis for its termination is the decisions of the parties.

The subject of the agreement between the principal and agent.

An important feature of contracting is the indication of the conditions and essence of the provision of agency services.

Action under the contract.

The parties have the right to specify, from whose name will be a transaction: on behalf of the customer or on behalf of the agent. This item plays an important role in determining claims in case of violation of the terms of the contract.

Reporting under the Agreement of Agency and the Agency Agreement.

In the process of executing agency services, the performer carries material costs (mobile communications expenses, transport, payment of state-owned, etc.). Reimbursement of costs assigned to the principal. The proof of the expenditure part can serve as receipts, checks, receipts and other documents that the agent reports to the customer along with the report on the work done.

Features of remuneration.

According to Art. 1005 of the Civil Code of the Russian Federation, agency services provided on a paid basis. The contract is prescribed terms, methods and amounts of agency payments. In the absence of the specified item, accruals are determined on the basis of the average payment of agents for this type of service.

Grounds for termination of the agency contract.

As practice shows, the item is more compiled, the easier it is to resolve controversial situations.

In conclusion, I would like to note the importance of competent compilation of agency contracts. The parties must weigh all the "for" and "against" and only then put the signatures under the agreement.