Trgovačko zastupanje kao dio trgovačkog statusnog i trgovačkog materijalnog prava

Abstract

The commercial agency contract is the meeting point for the Civil Obligations Act, the Companies Act, the Competition Act and the Labour Act. Even to this day, traces of the rules that regulate the original legal position of the commercial agent can be found in these regulations, from which all other special directions of its further development branched off. The commercial agent belongs to the narrowest, key circle of commercial staff. Traders and wider entrepreneurs must be able to rely on the agent with confidence. His loyalty obligation, obligation of care for the interests of the principal is close in this sense to the obligations of the management in companies based on the share capital or employees. A good example of this is the legal prohibition of competition with the principal. The commercial agent should in these cases, by analogy with the rules of Article 101 of the Labour Act and the provisions of Articles 76, 138a, 248 and 429 of the Companies Act alternatively enable the principal to consider the transactions it has concluded for its own benefit as those of the principal and to transfer to the principal everything it has received from transactions it has concluded for someone else's benefit, i.e. to cede to that person the right to collect what it was to receive. It must not, however, be equated in this respect with employees and members of the capital market managements. There are also important differences between them, due to which the obligations of the commercial agent are different in content. The commercial agency agreement should be discussed from the position of the internal relationship between the commercial agent and the principal and the external relationship between the commercial agent and the third party. Only when the contours of a specific internal relationship are determined will the answer be given to the question of whether a commercial agent is an independent economic level within the meaning of the Competition Act.