Compensation in the agency agreement
The relevant provisions of the Civil Code do not dictate the type of compensation due to the agent; however, as the basic model of remuneration for the agent, the legislator has provided commission-based compensation in Article 758 § 1 of the Civil Code. According to the definition of commission in Article 758 § 2 of the Civil Code, commission is compensation whose amount depends on the number or value of contracts concluded by the agent. It is common practice to specify this compensation in the form of percentages of the value of contracts concluded or services rendered by the agent.
Until when is the agent entitled to receive a commission?
According to the norm in Article 761 § 1 of the Civil Code, the agent is entitled to receive a commission for contracts concluded during the duration of the agency agreement if they were concluded as a result of the agent’s activities or if, during the same period, contracts of the same type were concluded with clients previously acquired by the agent. The issue of the maturity of the commission is also closely related to the discussed matter – that is, the state when the agent can demand the payment of the commission from the principal. According to Article 7613 § 1 of the Civil Code, unless the agreement between the parties provides otherwise, the agent acquires the right to a commission when the principal should have, according to the agreement with the client, fulfill the obligation or actually fulfilled it, or when the client fulfilled their obligation under such an agreement.
Is the agent entitled to receive a commission if the client fulfills the obligation after the termination of the agency agreement?
Guided by the interpretation arising from the norm in Article 7613 § 1 of the Civil Code, which determines the state of maturity of the agent’s commission, the answer to the above question would be negative. On the other hand, if it is assumed that the rule arising from the norm in Article 761 § 1 of the Civil Code has more significance, then the answer to the above question should be affirmative.
The Supreme Court expressed support for the latter view in the Resolution of October 26, 2023, file number III CZP 11/23, indicating that “A former agent acquires the right to a commission for contracts concluded by him with clients during the term of the agency agreement, even if the client’s performance occurs after the termination of the agency agreement (Article 761 § 1 in connection with Article 7613 § 1 of the Civil Code). If, from the circumstances of the case, it follows that the commission calculated from the performed performance covers remuneration not only for concluding the contract but also for subsequent customer service, the former agent is entitled to a corresponding part of the commission.”