Compensation for unilateral termination of the distribution agreement

distribution contract

You can only urge the termination of the distribution, the party has fulfilled its obligations and is affected by the failure of the other

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So pronounced Section 15 of the Provincial Court of Barcelona in judgment 170/2018 of 15 March to decide on the unilateral termination of a distribution agreement.


D. Jerónimo, administrator and sole shareholder of Kartenbrot, He signed in 1984 with the company “Baby” a distribution agreement in which it undertook to transport products to their customers and to specific areas that had assigned, through direct purchase and resale with a commercial margin 25%.

In subsequent years, after checking Bimbo, D. Jerome different societies constituted subrogaban always in the position of distributor for Bimbo, with the same conditions of the initial contract, the latter being Kartenbrot. Were from adhesion contracts, prerredactados by Bimbo and with a clause indemnifying trying to prevent a possible claim for customers in case of unilateral termination.

The 12 September 2011 Bimbo notified the Kartenbrot termination of the contract, which would gradually and initiate the 17 October 2011 and ending on 31 December 2011.

Bimbo sued Kartenbrot requesting the annulment of a clause in the commercial distribution contract and compensation for damages for breach of contract. The Provincial Court of Barcelona in judgment 240/2014 of 9 July, He dismissed the lawsuit requested incongruity between demand and granted in the first instance judgment and He imprejuzgado considered the issue of the validity of the contract clause, for which responsibility was limited in case of breach of contract.

Primera instancia

Later, the case raised by the decision under review, Kartenbrot sued and claimed Bimbo compensation for damages resulting from the unilateral termination of the distribution agreement without respecting the contractual period of notice.

Bimbo opposed citing the lack of default because it said there was mutual agreement that the contractual limitation of compensation for damages had already been declared in the judgment 240/2014 de la Audiencia Provincial de Barcelona.

The Commercial Court No. 10 Barcelona in sentence 29 July 2016 fully upheld the claim, This decision was appealed by Bimbo.

Provincial Court

The issues were studied by the Chamber, on one side the breach of contract imputable to Bimbo and, of other, The application of limiting compensation under a clause of distribution agreement.

In respect of non, the Provincial Court was clear in stating that the terms of the document Bimbo ending the contractual relationship it was clear the unilateral nature of the decision.

As for the validity and enforceability of the contract clause referred to the limit 1% of compensation for breach of contract, the Chamber focused on the issue is not the validity of the clause had already been decided in Case 2014, but in its application to the case of trial.

He noted that the clause provided 4 grounds for termination of the contract, all attributable to the distributor obligations because they were trying to charge, whose failure would lead to the automatic termination of the contract without compensation could exceed 1% Annual economic interest of the contract.

On or part, Bimbo he not terminated the contract under cover of the circumstances described in clause, but he simply perform unilateral termination the contract for what it said as "glaring breach of Bimbo.


The Chamber concluded pursuant to Article. 1124 the C.C., who only met its contractual obligations, It should be affected by the failure of the other party, You may request termination of the contract, the reason why, in Room word "Bimbo having breached the contract can not invoke a clause which is intended for cases of termination for default of the opposite. Accordingly, limitation of liability does not apply in this case, therefore appropriate to confirm the sentence, dismissing the appeal.

Ultimately, the sentence condemning Bimbo to pay compensation of € 219,262 is confirmed by the unilateral termination of the distribution contract.

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