Abstract

This chapter examines the different understandings of agency in common law and civilian jurisdictions, noting both its internal and external aspects and direct and indirect agency. It also examines the capacity of agents of a company, in particular its directors, to bind the company. The European Directive on Commercial Agents, which deals with the internal agency relationship, is a major development in this field and consideration is given to its scope and the approach to its interpretation. Less influential in practice has been the UNIDROIT Convention on Agency in the International Sale of Goods but its central provisions are examined alongside the agency provisions to be found in the UNIDROIT Principles and the PECL. Finally, consideration is given to franchising and in particular to the role which UNIDROIT has played in bringing about a greater degree of harmonisation in this area.

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