Facts
The dispute concerns the agent's right to a goodwill indemnity under Art. 418u CO. The cantonal court considered that the agent was not entitled to this indemnity because it was he who took the initiative to terminate the contract without justified reason. The agent contests this decision.
The Federal Tribunal examines the nature and conditions for granting the goodwill indemnity provided for in Art. 418u CO. It recalls that this indemnity is not additional remuneration for the agent's services during the contract, but compensation for the profit the principal continues to derive from the clientele developed by the agent, even after the end of the contract. The granting of this indemnity is based on considerations of equity.
According to the Federal Tribunal, the agent loses his right to the indemnity only if he is responsible for the termination of the contract, either due to a fault, or because he terminated the contract without justified reason or gave the principal a justified reason to terminate the contract. This notion of "justified reason" is not identical to that of "just cause" for immediate termination within the meaning of Art. 337 CO.
Considerations
The Federal Tribunal considers that Art. 418u para. 3 CO, which provides for the suppression of the indemnity, must be interpreted restrictively. Although the conditions are close to those of Art. 340c para. 2 CO on the cessation of the prohibition of competition, the parallel cannot be…