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ment or non-payment of the commission without any just cause, reduc-
tion of the territory, imposition of weekly reporting obligation contrary
to the independency of the agent. If the agent terminated the agency
contract without any reason attributable to the principal pursuant to
Article 122/3 of the TCC, the latter shall not be entitled to goodwill
indemnity. Since the relevant article is not a mandatory provision, the
parties may agree that the agent terminating the contract without any
cause attributable to the principal shall be entitled to goodwill indem-
nity
6
.
Pursuant to the same paragraph of Article 122, the agent shall not
be entitled to goodwill indemnity where the principal has terminated
the agency contract due to a fault of the agent.
Principal should continue to derive benefits from business with
new customers.
Another condition under which to claim goodwill indemnity is the
principal’s continuation to derive substantial benefits from the business
with new customers that the agent has brought to the principal.
New customers mean the customers who are brought to the princi-
pal after the commencement of the agent’s activity. Both the customers
concluding an agreement with the principal for the first time, and the
customers brought to the principal with whom the commercial rela-
tions were terminated in the past, are considered to be new customers.
Customers gained by the principal prior to the agency contract, or cus-
tomers brought to the principal as a result of the activity of the former
agents, are not included in this definition of a new customer.
Nonetheless, development of commercial relations with existing cus-
tomers should be considered within this context. The burden of proof
is on the agent where it should be proved that new customers have been
brought to the principal
7
.
While determining the benefit of the principal, characteristics of
the market, competition conditions in the market, possible changes in
the market, and the scope and term of the relation of the principal with
66
NEWSLETTER 2015
6
ARKAN Sabih
,
Ticari İşletme Hukuku
, Ankara, 2011, p. 224.
7
KAYA Arslan
,
Türk Ticaret Kanunu Şerhi, Acentelik
, İstanbul, 2013, p. 238.