Honyvem Informazioni Commerciali Srl v Mariella De Zotti.
Date: 2006-03-23
17. It must be observed, as a preliminary point, that the interpretation of Articles 17 and 19 of the Directive must be considered in the light of the aims pursued by the Directive and the system it establishes (see, to that effect, Case C-7/90 Vandevenne and Others  [1991] ECR I-4371, paragraph 6, and Case C-104/95 Kontogeorgas [1996] ECR I-6643, paragraph 25).
18. In that connection, it is common ground that the Directive aims to coordinate the laws of the Member States as regards the legal relationship between the parties to a commercial agency contract (Case C-215/97 Bellone  [1998] ECR I-2191, paragraph 10, and Case C-456/98 Centrosteel  [2000] ECR I-6007, paragraph 13).
19. As is clear from the second and third recitals in the preamble, the Directive seeks to protect commercial agents in their relations with their principals, to promote the security of commercial transactions, and to facilitate trade in goods between Member States by harmonising their legal systems within the area of commercial representation. To those ends, the Directive establishes, inter alia, rules governing the conclusion and termination of agency contracts, in Articles 13 t o 20 (Case C‑485/01 Caprini  [2003] ECR I-2371, paragraph 4).
20. As regards termination of contracts, Article 17(1) of the Directive institutes a system enabling Member States to choose between two approaches. The Member States must take the measures necessary to guarantee the commercial agent, after termination of the contract, either an indemnity determined according to the criteria set out in Article 17(2) or compensation according to the criteria set out in Article 17(3).
22. According to settled case-law, the system established by Articles 17 to 19 of the Directive concerning, in particular, the protection of the commercial agent after termination of the contract is mandatory in nature (Case C-381/98 Ingmar  [2000] ECR I-9305, paragraph 21).
23. The Court thus concluded that a principal cannot evade those provisions by the simple expedient of a choice-of-law clause without consideration as to whether or not that choice operates to the detriment of the commercial agent ( Ingmar , paragraph 25).
24. As regards Article 19 of the Directive, it must be recalled, first of all, that, according to settled case-law, the terms used to establish exceptions to a general principle laid down by Community law, such as that resulting from the indemnity scheme provided for by Article 17 of the Directive, are to be interpreted strictly (Case C-150/99 Stockholm Lindöpark  [2001] ECR I-493, paragraph 25).
34. In that connection, it must be observed that although the system established by Article 17 of the Directive is mandatory and prescribes a framework ( Ingmar , paragraph 21), it does not give any detailed indications as regards the method of calculation of the indemnity for termination of contract.
35. The Court thus held that, within that framework, the Member States may exercise their discretion as to the choice of methods for calculating the indemnity ( Ingmar , paragraph 21). The Commission has submitted to the Council the Report on the application of Article 17 of the Council Directive on the coordination of the laws of the Member States relating to self-employed commercial agents (COM(1996) 364 final), as it was required to do in accordance with Article 17(6) of the Directive. That report provides detailed information as regards the actual calculation of the indemnity and is intended to facilitate a more uniform interpretation of Article 17.