The questions raised in the aforementioned judgement are: the scope of the analogical application of the rules of the Agency Contract Law with regard to the accrual of compensation in favour of the distributor after the termination of the distribution contract and the quantification of said compensation.

The Judgment is based on the different nature of the distribution contract from the agency contract, as well as the fact that only the latter contract is regulated by Law 12/1992, of 27 May 1992, on Agency Contracts. The legal regime provided for in the aforementioned Law for the termination of the agency contract cannot be transferred in a mimetic manner to the distribution contract because the latter lacks a specific legal regime in Spanish law. However, in the absence of a specific legal regime, the analogical application of the rules of the agency contract is possible on the basis of the circumstances involved. If this is the case, the ” client indemnity ” will be calculated on the basis of the net profit and not the commission (because the commission is the form of remuneration for the agent), i.e. the percentage of profit left to the distributor after deducting expenses and taxes, and not on the commercial margin, which is the difference between the purchase price of the goods from the supplier and the retail price. The amount of the compensation will be an average annuity of the net profits obtained by the distributor in the last five years.

However, the doctrine of the judgment does not refer to the fact that the average annuity of the last five years is not the amount of the indemnity, but the maximum limit of the indemnity, as established in the Law on Agency Contracts.

SUPREME COURT JUDGEMENT OF 13 JUNE 2023.