Quenon K. SPRL v Beobank SA and Metlife Insurance SA.
Date: 2015-12-03
17. However, it follows from settled case-law that where domestic legislation adopts the same solutions as those adopted in EU law in order, in particular, to avoid discrimination against foreign nationals or any distortion of competition, it is clearly in the European Union’s interest that, in order to forestall future differences of interpretation, provisions or concepts taken from EU law should be interpreted uniformly, irrespective of the circumstances in which they are to apply (see, in particular, judgments in Poseidon Chartering , C‑3/04, EU:C:2006:176, paragraphs 15 and 16; Volvo Car Germany , C‑203/09, EU:C:2010:647, paragraphs 24 and 25, and in Unamar , C‑184/12, EU:C:2013:663, paragraphs 30 and 31).
18. With regard, in particular, to the Law of 1995 intended to transpose the directive into Belgian law, the Court has previously accepted ju risdiction in circumstances concerning an agency contract for services in the case giving rise to the judgment in Unamar (C‑184/12, EU:C:2013:663). In that regard, the Court noted at paragraph 30 of that judgment that although the directive does not directly govern the situation at issue in the main proceedings, the fact remains that, when transposing the provisions of the directive into national law, the Belgian legislature decided to apply the same treatment to agency contracts for goods and those relating to services.
21. In that regard, it must be borne in mind that the interpretation of Article 17 of the directive is to be considered in the light of the aims pursued by the directive and the system it establishes (judgments in Honyvem Informazioni Commerciali , C‑465/04, EU:C:2006:199, paragraph 17, and Semen , C‑348/07, EU:C:2009:195, paragraph 13).
22. The directive aims to coordinate the laws of the Member States as regards the legal relationship between the parties to a commercial agency contract (judgments in Honyvem Informazioni Commerciali , C‑465/04, EU:C:2006:199, paragraph 18, and Unamar , C‑184/12, EU:C:2013:663, paragraph 36).
23. 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 to 20 (judgments in Honyvem Informazioni Commerciali , C‑465/04, EU:C:2006:199, paragraph 19, and Semen , C‑348/07, EU:C:2009:195, paragraph 14).
24. As regards, in particular, termination of contracts, Article 17(1) of the directive requires Member States to put in place a mechanism for providing compensation to the commercial agent allowing them to choose between two options, 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), namely, the system of compensation for damage (see, to that effect, judgments in Honyvem Informazioni Commerciali , C‑465/04, EU:C:2006:199, paragraph 20; Semen , C‑348/07, EU:C:2009:195, paragraph 15, and Unamar , C‑184/12, EU:C:2013:663, paragraph 40).
26. According to settled case-law, although the system established by Article 17 of the directive concerning, in particular, the protection of the commercial agent after termination of the contract is mandatory in nature, it does not, however, give detailed indications as regards the method of calculation of the indemnity for termination of contract. Therefore, the Court has held that, within this framework, Member States enjoy discretion as to the choice of methods for calculating the indemnity or the award of damages (see, to that effect, judgments in Ingmar , C‑381/98, EU:C:2000:605, paragraph 21; Honyvem Informazioni Commerciali , C‑465/04, EU:C:2006:199, paragraphs 34 and 35, and Semen , C‑348/07, EU:C:2009:195, paragraphs 17 and 18).
28. In that regard, it should be noted that the indemnity for customers scheme laid down in Article 17(2) of the directive is broken down into three stages. The aim of the first stage is, first of all, to quantify the benefits accruing to the principal as a result of the volume of business with customers brought by the commercial agent, in accordance with the provisions of the first indent of Article 17(2)(a) of the directive. The aim of the second stage is to check, in accordance with the second indent of that provision, whether the amount established on the basis of the above-mentioned criteria is equitable, having regard to all the circumstances of the case and, in particular, to the commission lost by the commercial agent. Finally, at the third stage, the amount of the indemnity is subject to an upper limit provided for in Article 17(2)(b) of the directive, which comes into play only if the amount calculated during stages one and two exceeds it (judgment in Semen , C‑348/07, EU:C:2009:195, paragraph 19).
33. That conclusion is confirmed by the Court’s case-law in accordance with which Member States may offer greater protection to commercial agents by extending the scope of a directive or by choosing to make wider use of the discretion afforded by that directive (see, to that effect, judgment in Unamar , C‑184/12, EU:C:2013:663, paragraph 50).