Procedure for terminating an agency agreement

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The first paragraph 1005 of Article 1005 of the Civil Code of the Russian Federation states that an agency agreement is a civil agreement, according to which one of the participants in these contractual relations acquires powers that allow him to perform legal actions on his own behalf, but on behalf of another person. It is also possible that the designated representative of the transaction performs these actions on his own behalf and at his own expense.

The parties to this agreement are the following persons:

An agent who is endowed with certain powers so that he can perform the actions entrusted to him;
The principal who pays for the agent's services.

According to the third paragraph of Article 1005 of the Civil Code of the Russian Federation, an agency agreement can be concluded for the following period of time:

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Established, which the participants in these contractual relations have the right to determine independently;
For undefined period.

By its essence, the agency agreement is paid. This implies the need to remunerate one of its participants and agree on the conditions and procedure for payment of funds. If the content of the agreement does not specify the procedure for paying for agency services, then the transfer of funds is carried out in accordance with the general rules. The principal is obliged to pay them within seven days. The countdown begins from the moment he received a report on the work done for a certain period of time. The presented rule is indicated in article number 1006 of the Civil Code of the Russian Federation.

However, there are often cases when one of the participants in these legal relations wishes to initiate the procedure for terminating the submitted document. This process can be carried out by signing a special settlement agreement between the principal and the agent. If the issue cannot be resolved amicably, the initiator of termination must file a claim and go to court.

How to correctly implement the presented process will be discussed in the current article. The article contains data on the rules for drawing up a peace agreement and a statement of claim, as well as information on what documents must be attached to the claim when sent to the court.

Grounds for termination of an agency agreement

The first paragraph of article number 450 of the Civil Code of the Russian Federation states that a change or termination of a contract is possible by agreement of the parties, unless otherwise provided in the contents of the document. To terminate the contract in the manner presented, the principal and agent must sit down at the negotiating table, as a result of which they sign a special settlement agreement.

If the parties to these contractual relations have not reached mutual agreement, then it is possible to initiate the procedure for terminating the agency agreement at the request of one of the representatives of the transaction by sending a statement of claim to the court. This rule is spelled out in the second paragraph of article number 459 of the Civil Code of the Russian Federation . In order to file a claim in court, the initiator of the termination of the agreement must have significant circumstances indicated in the provisions of the regulatory legal acts of the Russian Federation or in the content of the contract. Additional grounds for termination of further cooperation are determined by the principal and agent and are specified in the text of the document upon its conclusion.

A significant reason on the basis of which it is possible to initiate the procedure for terminating an agency agreement is a violation of the terms of the agreement by one of the parties to the transaction. For example, if the second representative of these contractual relations suffers certain damages that he did not expect when concluding the contract.

According to article number 1010 of the Civil Code of the Russian Federation, termination of an agency agreement is possible if there are the following grounds:

If one of the participants in these legal relations refuses to fulfill its obligations specified in the content of the contract, which was concluded for an indefinite period of time;
In the event of the death of an agent or his recognition as missing;
If the agent has been declared fully or partially incompetent;
The individual entrepreneur who is the agent was declared bankrupt.

General provisions of the contract

The Civil Code of the Russian Federation provides for the conclusion of an agreement, within the framework of which one of the parties (principal) imposes on the other (agent) the execution of certain legal actions. By agreement, the principal may oblige the agent:

purchase goods;
perform work;
provide services, etc.

There are two main forms of relationship between the parties to the agreement:

The agent performs all actions under the contract on his own behalf, but at the expense of the principal and on his instructions. For example, the agreement provides for the purchase of goods for the principal. In this case, the agent directly enters into an agreement with the supplier, in which he acts as a signatory and recipient of the goods. All primary documents (waybills, acts, invoices) are also issued to the agent. Upon receipt of the goods, the agent hands them over to the principal. Reimbursement of the cost of goods and payment of agency fees is carried out on the basis of a report provided by the agent in the prescribed form.
The agent performs actions under the contract on behalf of the principal. In this case, the agent acts only as an intermediary in all actions entrusted to him to be performed by the principal. For example, the obligation of the agent under the contract is to provide the principal with the provision of consulting services. The agent enters into an agreement with a consulting company, and the principal is the signatory of the agreement, not the agent. Also, the principal is the recipient of services according to the acts of acceptance and transfer. Since the agent does not bear any costs associated with payment for services, no reimbursement is made from the cost. Upon completion of intermediary services, the agent receives remuneration in the established amount.

Unilateral termination of the agency agreement

In order for each of the participants in these contractual relations to have the opportunity to initiate the process of unilaterally terminating the agency agreement, this clause must be spelled out in the contract upon its conclusion. In addition, it is necessary to identify situations in the event of which it is possible to initiate the presented process. If the indicated condition is not specified in the content of the agency agreement, then methods for terminating further cooperation are provided for in articles numbered 450, 451 and 1010 of the Civil Code of the Russian Federation.

According to the information presented in the indicated acts, the following is possible:

If one of the parties to these legal relations has violated the terms of a previously concluded contract, then termination of the agency agreement is possible by sending a statement of claim to the judicial institution at the place of registration of the person who is the defendant;
Cancellation of the presented contract is possible in a situation where there have been significant changes in circumstances affecting the agreement. Changes are considered significant if it is proven that the agent and the principal either would not have entered into the presented agreement at all, or drew it up on terms that differ significantly from the data;
Each of the participants in these contractual relations has the right to initiate the procedure for terminating the agency agreement at any time if the contract was concluded for an indefinite period of time.

Below is a step-by-step instruction for unilaterally terminating an agency agreement at the initiative of the principal:

Step 1 . To begin with, a person who is interested in initiating the process of terminating an agency contract needs to collect documents that can confirm the circumstances on the basis of which he wishes to terminate further cooperation. The reason may be the fact that the agent does not fulfill his obligations specified in the contents of the previously concluded document.

Step 2 . Next, the initiator of termination is required to issue a special notice. The principal must notify the counterparty of the desire to terminate further cooperation in the form prescribed in the agreement. The content of the appeal must specify the grounds for termination of the agency agreement, referring to the clauses of the previously concluded contract, or to articles of the legislation of the Russian Federation. In addition, the principal must indicate the date of termination of the relationship;

Step 3. At the next stage, payment of “compensation” must be made. After the principal notifies the agent of his desire to initiate the process of unilateral termination of the agency agreement, he must transfer money to the latter for the work done to him. The amount and term of payment must correspond to the points presented in the contents of the contract;

Step 4. The final stage is the termination of civil relations. When the date specified in the notice of unilateral termination of the agency agreement arrives, the civil law relationship between the principal and the agent is considered terminated, and the contract is considered ineffective.

Sample notification

Drawing up a notice of desire to initiate the process of terminating the agency agreement unilaterally or by signing a settlement agreement is the second step in the procedure for terminating further cooperation between the agent and the principal. The submitted notification must be in writing. However, it should be noted that it is currently possible to issue an appeal in printed form. The number of copies of the submitted document must correspond to the number of representatives of the transaction. One of them remains with the person who is interested in terminating the contract, and the other is sent to the counterparty.

The provisions of the legislative acts of the Russian Federation do not contain a unified form of the submitted notification. According to the indicated information, the notice of termination of the agency agreement is drawn up in free form, while adhering to the business style of presenting information.

The content of the application for termination of the agency agreement must include the following information:

In the introduction, a person who is interested in initiating the process of terminating the agency agreement must indicate his personal and contact information, namely: Last name, first name and patronymic, as well as address. In addition, the initiator must indicate the initials of the other party to the contractual relationship to whom the document is sent;
In the center of the sheet the full name of the application being drawn up is written: “Notification of unilateral termination of the agency agreement”;
Further, it is mandatory to indicate the relevant information about the document that one of the participants in these legal relations wishes to cancel. The data must correspond to those written in the original;
The next step is to identify the reasons on which the person interested in terminating the agency contract initiates the process of terminating further cooperation;
Afterwards, a date is specified upon which the designated agreement becomes invalid;
Next, the date and place of registration of the application for termination of the agency agreement is indicated;
In the lower left corner of the notice, the surname, name and patronymic of the person who initiated the termination, as well as the initials of the other representative of these contractual relations, are written down;
In addition, space should be left so that the recipient of the appeal can put his signature.

In order for the procedure for terminating an agency agreement to be carried out in accordance with all norms of the legislation of the Russian Federation, the initiator of termination of further relations is required to provide the counterparty with the original of the original contract and a duplicate of the notice of cancellation of the agreement. In addition, it is required to provide acts with the help of which a person interested in terminating the agency agreement can prove that the reasons on the basis of which the agreement is annulled are reliable.

Notice to Parties

Problems almost never arise if the contract clearly defines in what form and within what timeframe the notice of refusal is submitted.
When drawing up this document, it is necessary to comply with the form specified in the contract. For example, if it is specified that the notice must be in paper form and sent by registered mail, it cannot be sent to an electronic mailbox. The text must indicate that the law provides for the possibility of unilaterally terminating such contracts if this is indicated in the text of the agreement. It is also advisable to specify exactly:

causes;
desired date of termination;
the amount and procedure for repaying the debt (if there is an unused advance or the principal has not transferred the remuneration).

The list of grounds for terminating the agreement is in Art. 1010 Civil Code is far from exhaustive. The circumstances specified in Art. 26 of the Civil Code: act of a state institution, liquidation of a legal entity, impossibility of execution, full execution, etc. If the sender is a legal entity, in addition to the signature, it is necessary to certify the document with a seal.

Important! When concluding an intermediary agency contract, the concepts of “termination” and “refusal to perform” should be clearly distinguished. If the document specifies the possibility of unilateral refusal, no notice is required. There are no sanctions for non-compliance.

notification of termination of the agency agreement you can.

Sample letter of notification of termination of an agency agreement

Termination of an agency agreement by agreement of the parties

In addition to the presented method of terminating further relationships, there is also a method in which representatives of these contractual relationships sign a special peace agreement. The indicated method of canceling a contract is the easiest and is carried out in accordance with the first paragraph of article number 450 of the Civil Code of the Russian Federation . To do this, the agent and the principal must come to a common agreement.

Termination of the agency agreement by consent of both parties to the transaction is carried out only if an agreement is reached regarding the termination of further relations and there are no claims from each of the parties to the relevant agreement. To terminate further cooperation using the presented method, the agent and the principal must draw up a special agreement, the content of which specifies the conditions for termination of the agency agreement.

The process of canceling a contract using the indicated method has certain advantages, namely:

If representatives of these contractual entities decide to terminate further cooperation peacefully, by signing an agreement to terminate the agency agreement, then they do not need to go to court;
When drawing up an agreement to cancel this document, the agent and the principal have the right not to indicate the circumstance that led them to the decision to terminate the contract.

Sample agreement

If representatives of these contractual relations decide to terminate further relations by agreement of the parties, then they need to draw up and sign a special act. Once the agent and principal sign the designated document, the agency agreement becomes invalid. An agreement to terminate a document concluded between a principal and an agent is an act in the content of which the parties to a transaction must include information about their intentions to terminate further relations regarding a certain transaction.

In the content of the agreement on termination of the agency agreement, representatives of this transaction must include the following information:

In the introduction, persons interested in terminating the agency agreement must indicate their personal and contact information, namely: Last name, first name and patronymic, as well as address. Information about the representatives of these legal relations must correspond to that specified in the contract that the parties to the transaction wish to cancel;
Registration number of the document being compiled;
The full name is written in the center of the act: “Agreement on termination of the agency agreement”;
Afterwards, the agent and the principal need to indicate the details of the contract that they wish to terminate. The information must necessarily correspond to that presented in the original. The following data must be indicated: date and place of compilation, registration number, full name;
Next, representatives of these legal relations are required to indicate the date after which the validity of the agency agreement comes to an end. It is recommended to write down the following expression: “... from the moment the agent and the principal sign the agreement...”;
If upon termination of this document, the principal and agent have no claims against each other, then the presented fact must be stated in the text of the act. In the opposite situation, it is necessary to indicate what unresolved issues remain between them. In addition, it is necessary to clarify the procedure and methods for resolving this disagreement;
The next step is to indicate the number of drawn up agreements to terminate the agency agreement. The number of copies must correspond to the number of representatives of these contractual relations;
Next, the date and place of drawing up the agreement are indicated;
Finally, the agent and principal must sign.

In addition, it should be noted that if the agency agreement was certified by a notary office, then the agreement on termination of the presented document should also be certified by a notary. The entire procedure, from sending an application for termination of the agency agreement to certification of the act by a notary, takes no more than one week.

Going to court

If the agent and the principal could not come to a common opinion, then the initiator of termination of the agency agreement has the right to file a statement of claim and send it to the judicial institution at the place of registration of the other participant in these contractual relations, who is the defendant.

However, before filing a claim in court, a participant in a transaction who is interested in terminating the agency agreement must do the following:

To begin with, the initiator of termination of further cooperation is recommended to obtain advice from a highly qualified lawyer whose specialization is related to resolving the issues presented;
Next, the applicant must file a statement of claim in accordance with generally accepted rules - in written or printed form without erasures, corrections, as well as grammatical and punctuation errors;
Afterwards, you need to collect a package of required documentation, which is attached to the statement of claim;
The next step will be to pay the state fee for filing a claim in court;
After completing the above points, a person who is interested in terminating the agency agreement should provide the court with a statement of claim and the collected package of documentation. This is done by mail or by personal appeal from the initiator of termination of further relations to the office of the judicial institution;
Next, the applicant and the defendant must take part in the court hearing;
Finally, the plaintiff must wait for the court's ruling.

In addition to the statement of claim, a participant in these legal relations who is interested in terminating the agency agreement must provide the following package of documents to the office of the judicial institution:

A document with which the applicant can confirm his identity;
The original or a photocopy of the agency agreement certified by a notary office, which one of the representatives of these legal relations wishes to terminate;
Documents with which the initiator of termination will be able to confirm the authenticity of the circumstances on the basis of which the contract concluded between the principal and the agent is annulled;
A receipt proving that the plaintiff paid the state fee;
Duplicates of the documents presented above. The number of copies must correspond to the number of representatives of the trial.

It should be noted that each of the participants in these contractual relations has the right to submit a statement of claim to a judicial institution for three years. The countdown begins from the moment when the initiator of the termination of further cooperation discovered that the other party to the transaction had violated the terms of the previously concluded contract.

Sample statement of claim

According to the general rules, the claim is drawn up in writing, by hand. However, it should be noted that it is currently possible to file a statement of claim in printed form. The content of the submitted document contains only reliable information that the applicant can confirm with the help of documents. In addition, the text of the claim must be drawn up without blots, corrections, as well as grammatical and punctuation errors. Otherwise, the documents will not be accepted by the court.

It should be noted that the statement of claim must be drawn up in two copies, one for each representative of the court hearing. It is sent to the judicial institution at the place of registration of the other party to these contractual relations, who is the defendant in the designated situation. Since the content of the regulatory legal acts of the Russian Federation does not provide a unified form of claim, it is drawn up in a free form. However, when compiling it, it is recommended to adhere to the official business style of presenting information.

The content of the statement of claim for termination of the agency agreement must contain the following information:

To begin with, write down the full name of the judicial institution to which the claim and the package of documents are being filed;
Next, the agent and principal must enter their personal and contact information, namely: Last name, first name and patronymic, as well as address. Information about the representatives of these legal relations must correspond to that specified in the contract that one of the parties to the transaction wishes to cancel;
In the center of the sheet is written the full name of the document being drawn up: “Statement of Claim for unilateral termination of the agency agreement”;
Next, the circumstances on the basis of which the initiator of termination terminates further relations with the other party to the transaction are indicated;
Details of the document that the person interested in termination wishes to cancel;
List of violations committed by the defendant in the case;
Request to the court to terminate this document;
List of documents attached to the statement of claim;
Date and place of filing the claim;
Finally, the applicant must sign.

When is termination possible?

There are several grounds for terminating a contract at the request of one party:

by agreement of both parties , if the circumstances specified in paragraph 2 of Art. 451 GK;
by agreement of both parties , if the initiating party for some reason is not interested in fulfilling the contract;
through the court at the request of one party , if the second party believes that the arguments do not correspond (clause 2 of Article 451 of the Civil Code);
unilaterally , if the agent (principal) does not fulfill the agreement properly (if the court recognizes that there really are violations).

If the contract has become irrelevant for one party (it is economically unprofitable, the production of the product has stopped, there are no buyers for it), it is necessary to inform the partner of the intention, clearly defining the grounds that served as the reason for the refusal.

If the reason is an unstable financial situation (of the principal), it is necessary to document that force majeure actually exists.

Legal consequences

The consequence of termination of the agency agreement is the termination of all obligations of the participants in these legal relations. In addition, one of the consequences is the transfer by the principal to the agent of funds for the work he has done. The amount and term of payment must correspond to the points presented in the contents of the contract. Also, the procedure for returning money can be prescribed in a court ruling if the parties annulled the agreement with the help of the court, and in the contents of the peace agreement if the termination of further relations occurred by mutual consent.

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