In the year 1996 Vincenti & Sons was selected to distribute Desperados beer in Lebanon. In the year 1997 the beer manufacturing company Heineken Broumeryn and the beer distributing company Brasserie Fischer cancelled the distributorship contract in Lebanon due to non-viability of the quantities sold. The cancellation invoked a lawsuit between the two parties which was filed before the Court of Commercial Disputes – Lebanon Mountain "Jabal Lebanon" (the third preliminary chamber). After reviewing the Lebanese company’s claim and the defense of both the foreign companies, a decision rejecting the claim was issued because the plaintiff company had no evidence for the existence of a written exclusive agency; and because the letters exchanged between the plaintiff and defendant did not constitute an evidence for the plaintiff obtaining an exclusive agency.
The recitals included the judgment issued by the court headed by judge Antoine Daher (moved to head the North Court of Cassastion) and the Judges Doris Kassab and Gamal Abdullah.
Whereas, the plaintiff stated that there was an exclusive distributorship contract of Desperados Beer between the plaintiff and the second defendant while the latter denied the exclusivity of this agreement. Whereas, article two of the legislative decree No. 34/17 provided that every contract of commercial representation should be in writing. Whereas, it was stipulated in the jurisprudence that the written form shall prevail in this case for verifying the contract and not for the veracity thereof. However, the legislator is willing to confirm the two parties’ desire in concluding a contract complying with the said legislative decree and under the conditions they agree upon, due to the contract goals including the commitments overtaking the free contracting principles as the compensation for repeal, non-renewal, and the Lebanese courts competences, not withstanding any agreement otherwise agreed upon, and in this manner the legislator is violating the free verification principles in the commercial field. Whereas, no particular format is determined for the inscription used in verifying the agreement, and the written evidence can be assured by the letters exchanged, these letters should be clear and definitive for satisfying both parties’ will to agree to a commercial representation contract pursuant to the said legislative decree. Whereas, in the present claim, no written contract was concluded for proving the claimed representation, reference should be made to the letters exchanged between the parties of the dispute to verify whether or not it provides the written evidence needed to prove the parties’ agreement to be bound by a representation contract as provided herein above.
Whereas, the written evidence of concluding an exclusive representation contract with the second defendant, as claimed by the plaintiff, is a letter dated May 21,1996 directed to the plaintiff by the second defendant, which included therein the following two paragraphs:
"Nous avons le plaisir de vous confirmer que nous sommes disposes a vous concéder la distribution exclusive de notre produit Desperados sur le territoire Libanais." and " Il est bien entendu que les conditions devront être defines dans le cadre d’un contrat ecrit dont nous vous transmettrons un projet dans les meilleurs délais."
Whereas, the above paragraphs indicate that the second defendant did not conclude an exclusive representation contract with the plaintiff company; however, the second defendant was ready to grant such distribution of Desperados beer to the plaintiff after defining the provisions within the scope of a written contract of which the second defendant shall send a draft to the plaintiff company at the earliest possible convenience.
Whereas, it was indicated that the said exclusive representation contract was neither executed nor the draft thereof concluded, evidence of the same is manifest in the plaintiff company’s declaration included in the letter of April 24, 1997 directed to the second defendant relating to the marketing of Desperados beer. A translation of the letter indicates the following: " Furthermore, of course you are aware that we operate without an exclusive representation from you heretofore (document No. 4 of the defendants’ first plea) Whereas, the intention of both parties to conclude an exclusive representation contract was not indicated in an affirmative manner. Moreover, as the plaintiff company stated, an exclusive representation contract does not exist between the plaintiff and the second defendant; and thus, pursuant to the above, the plaintiff claims:
a) Verifying the exclusive representation contract through the declaration; and
b) The second defendant holding of supervision, control and other authorities;
Shall be rejected.
(Judgment No 190/2000 on July 13, 2000)