Legal Articles & Insights

United States: Arbitration clauses can look sophisticated but poorly drafted clauses create a procedural dispute about institution, seat, rules and tribunal composition before the merits are reached.

United States: When a brand is acquired, a distributor changes owners or the business moves to an affiliate, does the old contract follow? Exclusivity, deposits, customers, debts and licenses can fall into a gap if assignment rules are unclear.

United States: Whether an agent may sign, quote, discount, collect money or make after-sales promises often receives little attention until something goes wrong. The real questions are the scope of authority, what the customer reasonably understood, wheth

United States: Missed targets, unpaid invoices, price disruption, cross-territory sales or after-sales failures do not automatically justify immediate termination. The distinction between ordinary and material breach, cure periods and supply-suspension ri

United States: Commission disputes are rarely only about the percentage. More common questions involve signature vs. collection triggers, returns, global accounts, cross-period orders and tail commissions after a customer is taken direct.

United States: A product legal in one country may not be legal in another. Certification, labels, import approvals, environmental, safety, wireless, electrical, food or health rules vary. A clause making the distributor responsible for “local compliance”

United States: Pricing, suppliers, customer lists, channel discounts, training materials and product plans are widely shared in distribution relationships. After a leak, the difficult questions are what was truly confidential, who had access, when it was

United States: Cross-border distribution may combine a USD contract, EUR quotes and payment in RMB or local currency, plus bank charges, withholding tax, VAT/GST, customs duties and third-party payment routes. Parties can end up disagreeing on the amount

United States: Who owns a customer developed by the distributor? The brand may say the customer came for the brand; the distributor may say it paid for acquisition and service. CRM, after-sales records and personal data also raise privacy issues beyond a

United States: Deposits are often described simply as refundable after the relationship ends, without conditions, deductions, evidence standards or timing. The brand then withholds for alleged losses while the distributor demands immediate return.

United States: Many disputes fail because the business knows what happened but cannot prove it. Employees leave, accounts close, platform messages expire, phones change and email access disappears before formal proceedings begin.

United States: “Exclusive” creates false certainty. A distributor may believe every customer in a country belongs to it, while the brand may reserve key accounts, e-commerce or cross-border orders. The real issue is whether exclusivity applies to territor