Regarding the "boundaries" of the right of the agent to be provided by the company with all the information necessary to verify the amount of the commission paid and, in particular, an extract from the accounting books
With sentence no. 1891/2019, the Milan labour court judge revoked the injunction for delivery of extracts of accounting books obtained from a commercial agent against the former principal, accepting the latter's opposition based on the indeterminacy of the request.
Article 1749, paragraphs 2 and 3, c.c. provides that "the principal shall deliver to the agent an account statement of the commissions due on the last day of the month following the quarter in which they matured, at the latest. The account statement indicates the essential elements on the basis of which the commission calculation was made. Within the same term, the commission must actually be paid to the agent.
The agent has the right to demand the provision of all the information necessary to verify the amount of the commission paid and, in particular an extract from the accounting books".
The rationale of this rule is in the need to correct the information asymmetry that characterises the relationship between the principal and the agent, allowing the latter to access the information necessary for the calculation of their commission.
From the moment, however - argues the Milan judge - that "the interest of the agent is therefore the concrete cause of the obligation foreseen by art. 1749 [...] and it is necessary to refer to it to delimit its boundaries and to identify, from time to time, its breadth. On the other hand, the term extracted in the aforementioned provision clearly indicates the need to define the obligation to deliver accounting entries only of data that relates to the specific agency relationship between the parties. Otherwise, the principal would have an extremely heavy burden and this would not be justified".
Add to this - as noted by the same judge - that "it is also the specificity of the monitoring tool in use to require a greater effort of determination in the indication of the transferable items for which delivery is requested" pursuant to art. 633 c.p.c.
In the case submitted to its judgment, the Milanese Court, in accepting the opposition to an injunction proposed by the principal company, considered that the plaintiff agent had not precisely identified the documents of which he had requested delivery, having merely asked, with absolute generality, for the delivery of the extract of the "accounting books, an expression with which a plethora of documents can be indicated: journal book, inventory book, sales invoice book, VAT books, commission statements, delivery notes of goods, ENASARCO payment receipts". (CP)
