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Distribution Agreement Ne Demek

A question often asked is whether a distribution agreement – with a termination clause – is a complete and integrated agreement or whether the parol evidence can explain what it means. The usual facts are that the distribution agreement contains a rather enigmatic termination clause – perhaps something like: "The manufacturer reserves the right to terminate the distribution at any time with notice." The manufacturer exercises this right. The dealer then responds to a dispute by saying that the parties understood during the negotiations and during the relationship that, while the agreement states that the manufacturer may terminate them at any time for any reason, the parties have actually considered a long-term relationship that the manufacturer would not terminate, except for important reasons. The legal question that often needs to be resolved is whether this evidence is admissible. Certainly, this can create problems in the negotiation of the contract and in your relationship with the distributor. This is a trade compromise that really cannot be avoided. Management needs to take a commercial risk and decide whether they want to "let go of the lawyers" to write an agreement that means what they say or whether they want to relax some of the key issues of termination and hope for the best in the event of a subsequent dispute. Recent court proceedings have determined that a manufacturer can impose an arbitration clause in a distribution agreement, even if the dealer`s basic right includes federal cartel laws. To some extent, this is a departure from the previous law, which stated that federal cartel claims could not be subject to arbitration review. .

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