딜러계약의 법리

Abstract

Korean Commercial Code has no provision on a dealership agreement which is widely and variously used in the world of distribution business. There is few academic legal researches on them. It is necessary to establish the basic concept of and to find out the characteristics of the dealership agreement. A dealership agreement is an agreement under which one party (the supplier) agrees to supply the other party (the dealer) with products on a continuing basis and the dealer agrees to purchase them and to sell them in the dealer’s name and on the dealer’s behalf. Since the relationship of dealership agreement can closely resemble other forms of distribution, the differences are worthy of examination. The law of dealership agreement only applies where the party that distributes products to third parties does so in its own name. In other words, the distributors sells the products which it has bought from the supplier. In promoting the sale of the products, the distributor pursues its own interest. This implies that commission agents do not fall within the scope of dealership agreement. A dealership agreement is a framework agreement (contrat cadre), which provides the context for subsequent agreements (contrats d’application) of sale and purchase of the products. A framework agreement usually only defines the basic elements of the subsequent contracts, without establishing the specific modalities. Whereas the contrats d’application is usually of short duration and binds the parties to precise obligations, the framework agreement is meant to establish a relationship of ongoing collaboration between the parties. The number of ‘application’ contracts will usually result from the orders by the dealer to the supplier. In the meantime the provisions of the Korean Commercial Code on the sale and purchase of the products between merchants are applied to the dealership agreement. Co-operation is essential to dealership agreements and indeed to most other long-term commercial contracts. Each party heavily depends on the other party’s co-operation for attaining its objectives. The obligation to co-operate, which stems from the principle of good faith, is distinctly more intense than in most other contracts. The fair trade law of dealership, including pricing and vertical restraints, should not be overlooked. I hope this thesis be a small beginning of the in-depth study on the distribution law and distribution agreements by the academic world.