{"id":14680,"date":"2025-10-24T13:39:18","date_gmt":"2025-10-24T13:39:18","guid":{"rendered":"https:\/\/vila.es\/?p=14680"},"modified":"2025-10-31T11:17:37","modified_gmt":"2025-10-31T11:17:37","slug":"quantification-of-goodwill-compensation-in-agency-contracts","status":"publish","type":"post","link":"https:\/\/vila.es\/en\/contracts\/quantification-of-goodwill-compensation-in-agency-contracts\/","title":{"rendered":"QUANTIFICATION OF GOODWILL COMPENSATION IN AGENCY CONTRACTS"},"content":{"rendered":"

ES<\/a>|EN|\u65e5\u672c\u8a9e<\/a><\/strong><\/p>\n

The recent Judgment of the Spanish Supreme Court of September 3rd<\/sup>, 2025 (EDJ 2025\/696789) settles a key issue concerning the criteria for quantifying and limiting goodwill compensation following the termination of an agency contract. The case concerned the dispute which arose between an agent and Vodafone Espa\u00f1a, S.A.U. (hereinafter, \u201cVODAFONE<\/strong>\u201d), after their continuous commercial relationship of more than twenty years ended due to the unilateral imposition of new contractual conditions by VODAFONE.<\/p>\n

Case Background:<\/u><\/p>\n

The claimant (the agent), after rejecting the new economic conditions that VODAFONE (the defendant) sought to unilaterally impose unilaterally, filed a claim for goodwill compensation against VODAFONE under Article 28 of Law 12\/1992, on Agency Contracts (hereinafter, the \u201cAgency Law<\/strong>\u201d). The parties had maintained commercial relations since 1996 under various agency agreements that were successively renewed.<\/p>\n

The conflict arose when VODAFONE unilaterally modified the financial terms and proceeded to terminate the contract, which the claimant considered to give rise to a right to compensation. VODAFONE, in turn, argued that the termination was due to the agent\u2019s unilateral refusal to accept the new conditions, thus denying any entitlement to compensation. The claimant maintained that her activity had significantly contributed to attracting and consolidating a client base from which VODAFONE would continue to benefit after the termination of the contractual relationship.<\/p>\n

In the judicial proceedings, both the court of first instance and the Court of Appeal recognized the agent\u2019s right to obtain compensation, but applied significant reductions to the legally established maximum amount. The lower court set the compensation at 60% of the calculated amount, while the Provincial Court was more lenient, reducing it by 40% from the legal maximum.<\/p>\n

This reduction was based on equitable assessment that took into account several factors, including:<\/p>\n