Supreme Court Judgment No. 532/2026 of 9 April 2026.
Compensation for loss of clients in agency contracts, governed by Article 28 of Law 12/1992 of 27 May on Agency Contracts (LCA), is one of the most contentious issues in the termination of agency relationships.
Supreme Court Judgment (STS) 532/2026 of 9 April consolidates the doctrine previously established, amongst others, in its Judgments of 3 December 2025 (Nos. 1776/2025 and 1777/2025), affirming the mandatory nature of Article 28 LCA and the impossibility of the compensation for clientele being moderated by the courts through the application of principles of equity or the principal’s contributions, provided that the legal requirements for its accrual are met. If the legal requirements are met, the agent is entitled to the full amount: the annual average of their remuneration over the last five years or for the entire duration of the contract, if this has been shorter
Applicable legal framework and case law
When an agency contract comes to an end, one of the most common financial disputes between a business and a commercial agent concerns the amount of compensation for clientele: the compensation to which the agent is entitled under the law for the clients they have brought in and who will continue to benefit the principal. Compensation for clientele in an agency contract is governed by Article 28 of the LCA, which recognises the agent’s right, upon termination of the agency contract, to be compensated by the principal, provided that the following requirements are met:
- The agent has brought in new clients or significantly increased business with existing clients.
- The agent’s activities may continue to generate substantial benefits for the employer (the potential for such benefits is sufficient; it is not necessary for the future benefit to be certain or to have materialised).
Article 3.1 of the Commercial Agents Act (LCA), in line with the provisions of Council Directive 86/653/EEC of 18 December 1986 on the coordination of the laws of the Member States relating to self-employed commercial agents, establishes the mandatory nature of its provisions, particularly those designed to protect commercial agents, such as those relating to the right to compensation or notice. Consequently, any agreement reached between the principal and the commercial agent that limits this right in advance would be null and void, in accordance with Article 6.3 of the Civil Code.
Supreme Court Judgment (STS) 532/2026 of 9 April consolidates this interpretation, declaring inadmissible any judicial reduction or adjustment of the compensation for clientele regulated in Article 28 of the Commercial Agents Act (LCA) on the premise that any criterion agreed in the contract (or not) is met, whether proven in the judicial proceedings or considered to be a matter of common knowledge (examples: promotional activities by the principal to attract customers; the brand’s prior significance and prestige; volatility of the customer base in the relevant market; or the duration of the contractual relationship).
Practical implications and limitations of moderation
From an operational perspective, the aforementioned case-law imposes a clear limitation on companies’ ability to adjust the financial impact of compensation for clientele in agency contracts, rejecting the validity of contractual clauses that provide for criteria for reducing or moderating the maximum amount set out in Article 28 of the Agency Act.
Consequently, the calculation of the compensation must be based exclusively on the limit set out in Article 28.3 of the LCA, that is, the annual average of the remuneration received by the agent over the last five years or over the entire duration of the contract, whichever is lower.
It should be noted that the prohibition on moderation does not imply a prohibition on regulating or agreeing in advance in the contract on the methods for calculating the compensation for clientele. Such agreements regarding the settlement of the client compensation to be received by the agent upon termination of the contract and in the event of a dispute with their employer are perfectly valid provided that they do not limit in advance the agent’s right to obtain the amount provided for in Article 28 of the LCA or, in other words, that they do not exclude or limit in advance the agent’s right to obtain the amounts provided for in that article.
Concluding remarks
Case law confirms that compensation for loss of clientele is a fundamental right of the commercial agent upon termination of their contract, and any limitation on that right must be interpreted strictly. The commercial agent shall be entitled to receive an amount equal to the average annual remuneration received over the last five years or, if shorter, over the entire duration of the contract.
The mandatory nature of the legislation precludes any prior limitation or subsequent adjustment of the amount, thereby reinforcing the protection provided for commercial agents under both the Agency Contract Act and EU Directive 86/653/EEC, which the Act transposes.
If a company has agency agreements in force or has received a claim for compensation for loss of clientele, it is advisable to review the agreed clauses in light of this Supreme Court ruling. The Commercial Law team at JLCasajuana Abogados analyses the contractual situation and advises on the most appropriate strategy.
