Facts
This case concerns an agency contract between company X. AG (the principal) and Y. (the agent). The principal terminated the contract with immediate effect, on the grounds that the agent refused to integrate into a new commercial organization set up by the principal for the sale of product B. The agent contested the termination, considering that he had not breached the contract.Considerations
The Federal Tribunal ruled that, in an agency contract, the principal's right to give instructions to the agent is narrowly defined. Although the agent has a duty of loyalty, he is not obliged to obey all the principal's instructions, particularly those that would undermine his organizational and temporal independence. In this case, the contract did not provide that the agent had to integrate into the principal's new commercial organization. Therefore, the agent's…