AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (I)
Commercial Agency Agreement
According to Section 7:428, Paragraph 1, of the Netherlands Antilles Civil Code, a commercial agency contract (agentuurovereenkomst) is a contract for services whereby one party, the principal, instructs the other party, the commercial agent, and whereby the latter binds himself, for a fixed or indeterminate term and for remuneration, to act as an intermediary in the conclusion of contracts, and, as the case may be, to enter into such contracts in the name and for the account of the principal, without being his subordinate.
No procedural requirements apply for entering into an agency agreement, and it may …
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UNLAWFUL ACTS UNDER ARUBAN LAW
Several requirements apply
Article 6:162 section 1 of the Aruba Civil Code (Aruba CC) stipulates four conditions for someone’s obligation to compensate damage based on an unlawful act (tort):
Article 6:163 Aruba CC provides for an exception to the general rule of article 6:162 Aruba CC: “There is no obligation to repair damage when the violated norm does not have …
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STATUTORY LIMITATIONS FOR FILING A CLAIM UNDER ARUBAN LAW
Five year period
With respect to the limitations under Aruban law for filing a claim, the pertinent legal provisions governing limitations are set out in Book 3, Title 11 (Rights of Action) of the Aruban Civil Code.
According to Article 310 the right of action for compensation for damage is prescribed up to the end of a five year period from the beginning of the day following the one on which the person who is prejudiced becomes aware of both the damage and the identity of the person responsible for it.
If an accident occurred on August 1, 2004, for …
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WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (II)
Case law
The Supreme Court in its case law has held that relatives of a deceased person are only entitled to sue for damages against the person liable for his or her death, if and to the extent that their death has left them in need. The extent of need is measured by the standard of living of the surviving relatives during the life of the deceased. See, for example, Supreme Court dated December 13, 1985 and Supreme Court dated February 28, 1986. This rule may be considered one of the fundamental principles and values of the Aruban legal system, …
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WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (I)
Nature and extent determined by the Civil Code
When considering the nature and extent of damages that are recoverable under Aruban law, the point of departure is Book 6, Title 1 (Obligations in General), Section 10 (Legal Obligations to Make Reparation of Damage), Article 95 of the Aruban Civil Code which states: ‘the damage which must be repaired pursuant to a legal obligation to make reparation consists of material damage and other harm (i.e., immaterial damage), the latter to the extent that the law grants a right to reparation thereof’.
Pursuant to Article 96, Paragraph 1, material damage comprises both …
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TRADE MARK LAW: PLACING LUXURY GOODS IN DISCOUNT STORES CAN AFFECT THEIR QUALITY
French fashion house Dior has the upper hand in legal battle over ‘dumping’ of its goods
Placing luxury goods like Christian Dior products in discount stores can affect their quality according to the European Court of Justice, in a ruling on April 23, 2009, thereby backing the renowned French fashion house Dior in a trademark case. At issue is the extent to which companies such as Dior can defend themselves against products bearing their brands being “dumped” even though the licensing agreement clearly prohibits the licensee from doing so.
On May 17, 2000 the fashion house concluded a …
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FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (II)
Case law regarding termination
It can be concluded from a Netherlands Antilles case regarding failed negotiations for the continuation of a license agreement (franchising) (Antillean Family Foods NV vs Mc Donald’s Corporation, Supreme Court, February 26, 1993, NJ 1993, 289), that under certain circumstances the termination of an agreement may constitute an obligation (to negotiate a renewal of contract or) to pay damages / compensation.
Possible areas of relevance are: the contents of the agreement and the circumstances under which the agreement was entered into; the amount invested by the franchisee and the extent to which the investment was recouped; …
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G-20 CONFIRMS: NETHERLANDS ANTILLES NOT ON BLACKLIST
The Netherlands Antilles and Aruba do not appear on the OECD blacklist of international tax havens
Although still on a so-called ‘greylist’, which is not an official list, but rather a progress report, the Netherlands Antilles and Aruba both have committed to the internationally agreed tax standard. A number of European countries, including Belgium, Luxembourg and Switzerland also feature on this list due to their bank confidentiality arrangements. The OECD has placed four countries on its blacklist: Costa Rica, Malaysia, the Philippines and Uruguay. Source: OECD.
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FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (I)
What are called ‘franchises’ are not seldom mixed type agreements
Franchise agreements are not defined in any Aruban statute and are not subject to any specific Aruban legislation. The franchise agreement is a sui generis agreement, subject to the general law of contracts. Distribution agreements are not subject to any specific Aruban legislation either, and are, as with franchise agreements, also subject to the general law of contracts.
In accordance with the general law of contracts, parties are free, in principle, to agree on whatever they wish. However, certain restrictions are imposed by the general principle of Aruban law that …
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LIBERALIZATION IN THE DUTCH CARIBBEAN
Telecom first, airlines to follow suit
The government of the Netherlands Antilles has been in favor of liberalizing the telecommunication market for may years now. Liberalization of the telecom market means opening it up to domestic and foreign competition, subject to certain regulatory principles.
Basically, liberalization means competition; competition means price levels determined by the market, not by a monopoly. This will benefit the consumers. In a free market telecom companies will, in principle, also be more innovative, more service-minded, offering a better and wider range of services, including service packages, for example, in an attempt to keep their customers …
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THE CREDIT CRUNCH, THE ECONOMIC RECESSION AND MAJOR FRAUDS SCHEMES
Lawyers are having a heyday
Many countries, companies and private individuals are suffering severely from the credit crunch, the economic recession and the various fraud schemes (Madoff, Stanford, Enron, etc.). However, what causes misery to some represents opportunity to others, in this case, the lawyers.
The financial meltdown, for instance, has resulted in governments interfering in financial institutions, people being sacked, and litigation. Securities fraud results in litigation. It seems like a lawyers’ paradise, however let’s not forget that many lawyers are feeling the impact of the crisis as severely as everyone else.
It is however fair to say that …
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PLC CROSS BORDER LAW FIRM RECOMMENDATIONS
Netherlands Antilles
According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore.
Spigthoff ranks high in corporate / M&A and dispute resolution.
Martijn Welten, who specialises in corporate law, mergers & aquisitions and corporate litigation, is (highly) recommended in the areas of dispute resolution and corporate/M&A.
Karel Frielink comes recommended in the area of high net-worth private clients. Karel is highly recommended in the areas of …
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