We advise and represent enterprises and entrepreneurs in all fields of commercial law, covering both national and international business and legal relations. We see ourselves as partners of our clients – rather than simply legal advisers – and therefore try to strengthen our clients' operative business. Commercial law is a special type of civil law for merchants. For the most part, it already applies even if only one of the parties involved in the transaction is a merchant. The German Commercial Code (HGB) includes, for example, regulations on companies, merchants, commercial registers, general powers of attorney, commercial powers of attorney, commercial agents and commercial brokers, trading books and annual financial statements. In addition, these statutory requirements are supplemented by German Civil Code (BGB) regulations.
Whenever you make use of or provide complex services, buy or sell goods on a large scale, import or export goods, develop new activities or engage in transactions that pose a risk, you usually need legal assistance. Büsing Müffelmann & Theye assists you in conducting upcoming negotiations with business partners, and communicates your commercial objectives in the form of necessary agreements.
When it comes to asserting claims or providing the necessary defence, we are there to represent you, both out of court and judicially. That could involve any type of claim covered by commercial business dealings, for example a commercial agent's settlement claims, claims to commission, claims based on licensed dealer agreements, claims for compensation for work or purchase price claims. BMT acts and negotiates in the way that is best for you.
BMT is competent in drafting distribution agreements, for example licensed dealer and agency agreements. A distribution agreement regulates the collaboration between the manufacturer, on the one hand, and its distributor, on the other hand. Ideally both business partners should benefit from the collaboration equally. Büsing Müffelmann & Theye will assist you in developing or optimizing the contractual basis for such collaboration. When we are involved, distribution partnerships emerge which are aimed at benefiting from synergies.
Franchise law is a relatively new field of law, which is evolving dynamically. Current case law plays an important part, because there are no independent regulations governing franchise agreements in German law – and there is therefore sometimes a broad scope for dealing with legal issues in this field. That is the main difference to other agreements, which are described and regulated at length in the German Civil Code. Franchise agreements include elements of various different types of contract, such as elements of purchase and loan agreements and leases.
Expertise in the many, partially complex, fields of law is indispensable if in-depth advice is to be provided on franchising. Aspects of trademark law or anti-trust law, for example, may need to be given some attention when drawing up franchise agreements. That said, it is advisable to already have such agreements examined prior to signing. The lawyers at Büsing Müffelmann & Theye would be happy to handle this for you. However, even if there is dissent on certain issues in the collaboration based on an existing franchise agreement, we will be pleased to assist you. We will analyse your agreements and provide you with targeted advice.
BMT drafts national and international co-operation agreements. We handle the negotiations between the parties, and are also there to help if an existing agreement needs to be adapted due to changing situations. The hallmark of co-operation agreements is several partners co-operating with one another on an equal footing. In this horizontal co-operation, such partners “look one another in the eye”. Work results are due to whoever created such works.
Competent advice therefore needs to be proactive. When designing co-operation agreements, BMT not only takes into consideration the objectives and the particular scope of services of the partners involved. We also analyse context and clarify with our clients the corresponding need for regulation. Thus, in individual cases, predefined legal relationships with third parties can, for example, be advisable.
General Terms and Conditions of Business
In economic life there are hardly any areas that do not have general terms and conditions of business. The ubiquitousness of these contractual clauses does, however, also hold the risk of contents being only insufficiently maintained and updated. Admittedly, that changes rapidly in case of a dispute between the contractor and the customer concerning a service or produced goods. BMT develops and reviews all agreements that are fundamental to your business activity.
The latter may, among other things, include the general terms and conditions of business for production and supply contracts. We also, for example, take care of terms and conditions of purchase and sale. Such rules and regulations are aligned by us with your business activities individually. In any case, it is necessary to keep an eye on the constantly changing and expanding case law on the law pertaining to general terms and conditions of business, and take it into account. BMT continually follows such case law, and thus ensures that the terms and conditions reviewed and created are up to date.
Incoterms, United Nations Convention on Contracts for the International Sale of Goods (CISG)
The Incoterms primarily regulate the manner in which goods are supplied. In that respect, they lay down which party to the agreement bears the transport costs, and who bears the financial risk in the event of loss of or damage to goods (passing of risk). The Incoterms only apply if they are validly agreed between the buyer and the seller. BMT provides all-round advice if you employ Incoterms within the scope of your business activity or conclude contracts that are subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The United Nations Convention on Contracts for the International Sale of Goods, also known as the Vienna Sales Convention, is regulated in the CISG, a UN convention. It is pertinent to the international sale of goods. The benefits of the United Nations Convention on Contracts for the International Sale of Goods are especially to be found in the fact that a uniform law is concerned, which has been adopted by 75 countries and has been translated into various different languages. Simultaneously, the United Nations Convention on Contracts for the International Sale of Goods (CISG) leaves a great deal of room for the business partners involved to design the contents. BMT clarifies risks with you, and designs the contractual prerequisites. In that regard, it is obvious to us, for example, to take into consideration IPR regulations, as well as involving our own network, on a case-by-case basis, if knowledge of the national law of other countries is required.
Lawyers with major practice area in Commercial law
Frankfurt am Main
Dr. Andreas Behr
Dr. Katharina Garbers-von Boehm, LL.M., Maîtrise en Droit
Hargo Maluch, LL.M. (Illinois)
Dr. Andre Sayatz
Dr. Lars Siebert, LL.M. (Emory)