Legal Updates

Termination of an engagement with a party to a contract for its “problematic nature” may be deemed a legitimate reason for its termination

March 16, 2023
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A company decided not to renew its contract with a distributor in light of the distributor's problematic conduct which included poor service and unfair treatment of customers and the sale of products outside the distribution zone.

The Court held that the contract was duly terminated. Generally, a contract is reviewed according to its wording, when in the absence of clear wording, the intention of the parties at the time of concluding the contract would also be reviewed. However, significance shall also be granted to the parties’ behavior within the framework of the contractual relationship, when a problematic behavior of one of them may in itself justify the termination of the contract. Here, beyond the fact that the company's decision not to renew the contract with the distributor was made in accordance with its wording, the problematic nature of the distributor constitutes in itself a justification for not renewing the contract with him.