Protection of a Weaker Party in Business Relations on the Example of Commercial Agency (European and Comparative Perspective) 2200-1I120
The main subject of the course is the issue of protecting a weaker party in business relationships (B2B). In the post-consumer era, the consumer is not the only protected entity. In relations between entrepreneurs, the need to protect a weaker party (economically and in terms of negotiations) is increasingly recognized, considering that the other party takes advantage of its position by imposing unfavorable and unfair contract terms on a weaker party. At the European level, the commercial agency agreement is a model agreement for business relationships that protect a weaker party. This protection is also extended to other commercial contracts, particularly intermediary contracts (e.g., distribution).
The course will consider the problem of instruments to protect the entrepreneur as a weaker party (also in the context of the principle of freedom of contract, so typical to commercial agreements). This topic also covers intermediary online platforms. The subject of the course will be considered under the EU law, in particular Directive 86/653 on commercial representatives and the case law of the Court of Justice of the European Union.
The course also relates to comparative law. The reference systems are the national systems of course participants.
During the course, some general issues are to be discussed in the context of the commercial agents as an example of a weaker party in business relations:
There is a question of whether it is worth rethinking the meaning, significance, and role of the freedom of contract principle in the context of the weaker parties’ protection principle (in business relations).
There is a question of whether it is sufficiently justified and reasonable to state that freedom of contract does not exist, that the contemporary function of law is the protection of a weaker party (e.g., commercial agents), and that, therefore, we can now speak exclusively about the protection that is not limited to consumer law.
What does it mean that the national rules must be interpreted in accordance with EU Law (a pro-European interpretation)?
What methodology of interpretation and application of the law is adequate to reach the primary goal of Directive no 86/653 and protect a weaker business party?
What direction of interpretation is preferred by the EU Court of Justice regarding the minimum protection of commercial representatives? What other instruments can be used to protect a weaker business party?
What is the significance of soft law concerning commercial transactions in terms of a weaker party protection (e.g., Draft Common Frame of Reference)?
Should internet platforms be treated similarly to intermediaries (e.g., commercial agents)?
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W cyklu 2024L:
The main subject of the course is the issue of protecting a weaker party in business relationships (B2B). In the post-consumer era, the consumer is not the only protected entity. In relations between entrepreneurs, the need to protect a weaker party (economically and in terms of negotiations) is increasingly recognized, considering that the other party takes advantage of its position by imposing unfavorable and unfair contract terms on a weaker party. At the European level, the commercial agency agreement is a model agreement for business relationships that protect a weaker party. This protection is also extended to other commercial contracts, particularly intermediary contracts (e.g., distribution). |
Rodzaj przedmiotu
Tryb prowadzenia
Koordynatorzy przedmiotu
Efekty kształcenia
The student has knowledge and skills to the extent of:
1. the commercial intermediary contracts, in particular agency in EU law and some national laws;
2. the freedom of contract principle and the weaker parties’ protection principle in EU Law;
3. the methodology of interpretation and application of commercial agency provisions employed by the EU Court of Justice (as an example of the protection of the weaker parties in business relations);
4. soft law concerning the weaker business parties’ protection (DCFR and ACQP).
Kryteria oceniania
The student has sufficient knowledge and skills to the extent of the commercial intermediary contracts, freedom of contract and an the protection of the weak parties (in B2B relations) in EU Law.
Satisfactory - participation in classes and minimum activity, minimum knowledge.
Good assessment - high activity during classes, good orientation in the discussed issues, basic practical skills.
Excellent grade - the student has excellent knowledge and skills presented during the discussions, in the presentation, and in solving cases).
Literatura
J. Engelman, International Commercial Arbitration and the Commercial Agency Directive. A perspective from Law and Economics, Springer, 2017;
The ICC Model Commercial Agency Contract. Second Edition ,ICC Publication No. 644;
Ch. v. Bar, E. Clive (eds.), Principles, Definitions and Model Rules of European Private Law. Draft Common Frame of Reference (DCFR) Full Edition, prepared by the Study Group on European Civil Code and the Research Group on EC Private Law (Acquis Group), Volume 3 (2009) and literature which is quoted there to the extent of Commercial Agency, Distribution and Franchising)
Więcej informacji
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