The Romanian Civil code foresees in art. 1167 that there are rules of law applicable to all contracts and specific rules of law applicable in case of particular contracts which benefit from certain conditions laid down by either the code or special rules (The “Named contracts”).
In such a category of the Named contract falls the agency contract that is expressly regulated by articles 2072 – 2095 of the Civil code, that lay down a set of imperative or dispositive rules that shall be applicable in the case of such a contract, even if the parties do not make any reference to them.
Additionally, the Civil code provides that the rules laid down for the agency contracts are supplemented by the provisions regarding the contract of commission to the extent that the latter are compatible. If the agent has the power to represent the principal at the conclusion of the contracts, the provisions regarding the mandate contract with representation shall be applicable too.
However, there are certain categories of contracts that shall not be regulated by the provisions of the Civil code regarding agencies, such as for the person that:
- acts as an intermediary on stock exchanges and regulated markets for commodities and derivatives;
- has the status of insurance or reinsurance agent or broker;
- performs an unpaid service as an agent;
- has the status of legal or statutory body of a legal person, having the right to represent thereof;
- is an associate or shareholder and is legally empowered to represent the other associates or shareholders;
- has the capacity of judicial administrator, liquidator, guardian, trustee, custodian or seizure administrator in report with the client;
Also, there is the case of specific agency contracts (eg. Freight broker sales contract) in which there are additional rules of law applicable, that are specific for the type of contract that the Agent shall conclude for and on behalf of the Principal, consequently we suggest a full verification of the legal framework to be done before concluding an agency contract under Romanian law.