When the EC Commercial Agents Directive as implemented in the United Kingdom by the Commercial Agents (Council Directive) Regulations 1993 came into effect on 1 January 1994 it was something new for lawyers in the United Kingdom. It provides detailed rules under which Commercial Agents must operate (without absolute clarity as to which are mandatory and which merely ius dispositivum ), imposes duties on principals as well as agents, and most conspicuously provides that on termination of their authority (including the expiry of a fixed term, and death or retirement of the agent) such persons are entitled to a monetary award calculated by one of two methods, those of compensation and indemnity.

Commercial Agency as a category of agency was at the time unknown to the common law, as were (more than rudimentary) duties of principals to agents (as opposed to the reverse), and also compulsory money awards of this sort on the termination of the contract. It was also uncertain to what extent the UK market was in fact penetrated by agents of the type envisaged. However, after a slow start cases began to emerge which showed that certain sorts of representative at least were interested in bringing themselves under the benefits of the Regulations, and some fairly sophisticated case law is beginning to appear (quite a lot on whether they apply at all).

In the understanding of the new Regulations help from lawyers trained in civil law systems, some of which have for several decades been more familiar with such rules and their problems, is needed, at any rate at the beginning. One of the writers of this book, Dr Saintier, is a French lawyer and well qualified to expound the specialized law involved in cooperation with an English lawyer, Mr Scholes, who has written elsewhere on common law agency. The result is a perceptive guide to the Regulations written in a way such as to accommodate the likely initial reactions of a common lawyer, though stressing throughout that there are matters on which the legal systems of the UK will be entitled to form their own techniques. (A noticeable number of cases from Scotland, on the whole earlier than the English cases, could be the eventual source of some difference in approach.) The “French connection” is of special value because, whereas the “indemnity” technique is German in origin, the “compensation” technique is one developed entirely by French courts and not initially easy to understand. Of the countries adopting the Directive, only France, Ireland, Iceland and the UK (where alone it is a preferred alternative to indemnity, all other countries choosing one or the other) have chosen the compensation route (perhaps in some cases without really first understanding its implications). Only French lawyers so far have understood it, and how it is differentiated from normal damages for breach of contract: guidance from that quarter is therefore valuable. Guidance on the indemnity, which those responsible for the Directive seem to have assumed would be the normal choice, is easier to come by, but this book contains a fairly short section on the indemnity in German law, in which the authors acknowledge specialized help.

This book provides a clear exposition of the theory behind the French notion of compensation, that such an agency is perceived as being in the common interest of the parties, with the result that

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