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Commercial Law and Practice WS05 D1
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Commercial Law and Practice WS05 D1
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LEGAL PRACTICE COURSECommercial Law and Practice
Workshop 5 – revised instructions for online delivery
Topic(s):
Agency
Learning Outcomes:
By the end of this session you will be able to:
Negotiate the key terms of an agency arrangement
Review Heads of Terms for an agency arrangement, considering the impact of the
Commercial Agents (Council Directive) Regulations 1993
Outline the key issues to be covered by an agency agreement
Session Activities:
Tutor led review of pre-session negotiation.
Review draft Heads of Terms, analysing the impact of the Commercial Agents (Council
Directive) Regulations 1993.
Review checklist of key issues to be covered by an agency agreement.
Materials Attached:
None – as a first step, please follow the instructions set out below (which are also
explained in the short recording on Moodle ‘WS5 Instructions for pre-session task’).
Materials provided in Session:
In-Session Task, consisting of e-mail from supervisor attaching Heads of Terms and
checklist for business agency agreements.
Preparation for Session:
Review your notes on agency from Large Group 3
Please make virtual contact with one of your fellow students who is also taking the
Commercial module and agree who will take on the ‘X’ solicitor role and who will take on
the ‘Y’ solicitor role for the purposes of the negotiation. If preferred, students can arrange
to negotiate in teams of four (2 ‘X’ solicitors and 2 x ‘Y’ solicitors).
Once you have agreed your respective roles, each student should access ONLY the
instructions relevant to their role – these can be found in the Advance Documents folder
on Moodle.
Then read your own instructions and plan your approach to the negotiation, making notes
as you do this. You should have these notes available when you conduct the negotiation
call (and when you work through the WS5 online recording).
When preparing your approach to the negotiation, you may find the following resources
docs_130263170.docx-new 1/9 © City, University of London 2020
, LEGAL PRACTICE COURSE
helpful:
o https://www.lawsociety.org.uk/news/blog/3-steps-to-better-negotiating/
o https://www.lexisnexis.co.uk/blog/in-house/successful-lawyer-s-skillset-the-art-of-
good-negotiation (NB: to access this resource, you will need to be logged in to
LexisPSL via the Online Library. Then type ‘Blog’ into the search bar. You will
then be asked to sign up to the Blog (use your City email account to do this).
Once you have planned how you will approach the negotiation, make virtual contact (e.g.
by text) with your fellow student to agree a mutually convenient time (allow 15-20
minutes) to hold your audio/video negotiation call.
Conduct the virtual negotiation at the agreed time – each party should make a note of
what is agreed and of any ‘sticking points’ or areas of disagreement that emerge. You
should then have these notes in front of you when you go through the WS 5 online
session recording.
Read the Commercial Agents (Council Directive) Regulations 1993 (in the Appendix to
the Commercial manual) and have these with you when you go through the WS5
online recording.
Read Lonsdale v Howard & Hallam Ltd [2007] UKHL 32
If you have time, re-read Paragraphs 11.2 and 11.3 of the Commercial manual
Post-Session:
Review your notes from the session to consolidate your learning
Agency – basic principles
■ Agency Agreement is a contract between principal (P) and agent (A)
■ Agency relationship means that:
- A can conclude contract with 3rd party on behalf of P
- A’s acts treated as acts of P
- P becomes party to contract with 3rd party through the operation of the Agency Agreement
■ Types of agency agreement – exclusive, sole or non-exclusive
An agency agreement is a contract between the principal (P) and the agent (A). What the
agency relationship means is that the agent can conclude a contract with a 3 rd party on
behalf of the principal. That means the agents acts are treated as being the acts of the P.
The P becomes a party to that contract with the 3 rd party through the operation of the agency
agreement. There are different types of agency agreement. There are different types of
agency agreement. There are exclusive, sole or non-exclusive types of agreements.
Sole agency is where there is no other agent being appointed by the P. But the P is free to
sell itself within the territory.
Non-exclusive – P is free to appoint other agents and free to sell themselves.
There is exclusive agency. The P won’t appoint any other agent and also the P will not sell in
the territory.
Its not sufficient just to sue those words in the agency agreement. You would want to explain
what that means. There is some uncertainty and inconsistency about how those terms are
interpreted.
tab Commercial agents council directive p409
© City, University of London 2020 2/9 docs_130263170.docx-new
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