Agency is a legal relationship between an agent who is a person having the authority or capacity to create legal relations between a principal and third parties.

Commercial analysis: Agency agreements can be written or unwritten. There is no requirement under English law that an agency agreement must be in writing. This lack of requirement is consistent with the position of most agreements under English law—formality is rarely a requirement. Written by Stephen Sidkin, partner at Fox Williams LLP.

This Practice Note compares agency with distribution and contains a table setting out the key legal differences between agents and distributors. This Practice Note sets out the difference between agents and distributors, including the relationship with their respective principal or manufacturer and compares the risk profile of each appointment. Consideration is also given to the circumstances under which an agency is preferred, and the conditions that favour distributorships. Initial considerations Agency and distribution are examples of channels to market: means by which a manufacturer, producer or an intermediary, such as a wholesaler, gets its products to end-user customers. Other channels to market include direct sales (where sales staff are employed directly by the manufacturer or where the manufacturer sells at a distance (eg via the internet)), entering into a joint venture with a local business, and franchising (which has many features in common with distribution). For further details on franchising, see: Franchising—overview. This Practice Note compares sales agents, who procure (and sometimes conclude) contracts with customers for their principal, with distributors. Sales agents also commonly handle marketing.

An agreement under which a local authority arranges for its functions to be carried out by another local authority.

This Practice Note provides a high-level overview of disputes involving agency and guidance on the practical application of the key legal principles of agency law in the context of dispute resolution. Some kinds of agent are substantially regulated by statute and disputes concerning them are beyond the scope of this Practice Note. For disputes concerning commercial agents, within the meaning of the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053, see Practice Notes: • Commercial agency • Relationship of commercial agent and principal • Termination of commercial agency For disputes concerning: • company directors (acting as agents of the company)—see Practice Note: Claims against directors—key considerations for dispute resolution practitioners—Directors’ duties • letting and estate agents—see Practice Note: Regulation of letting and estate agents What is agency? Agency is a legal relationship by which one person (the principal) confers authority on another (the agent) to act on the principal’s behalf in dealings with a third party. The law of agency combines contractual principles with the law of fiduciary obligations and the situations

[ To be printed on the headed paper of the agent ] [insert date] To: [insert full name and address of borrower] Dear [insert full name of borrower] 1 We refer to the facilities agreement dated [insert date of facilities agreement] between [insert full name of the borrower] as the Borrower, [the subsidiaries of the Borrower listed in [insert Schedule containing details of borrowers] as Original Borrowers], [the subsidiaries of the Borrower listed in [insert Schedule containing guarantors' details] as Original Guarantors], the financial institutions listed in [insert Schedule containing lenders details] as Original Lenders, [insert full name of arranger[s]] as the Arranger, [insert full name of facility agent] as the Agent, [insert reference

[To be printed on the headed paper of the agent/security agent] [insert date] To: [insert full name and address of [parent]] Dear [insert full name of parent] 1 We refer to the facilities agreement dated [insert date of facility agreement] between [insert full name of the parent] as the Parent, the subsidiaries of the Parent listed in [insert Schedule containing borrowers' details] as Original Borrowers, the subsidiaries of the Parent listed in [insert Schedule containing guarantors' details] as Original Guarantors, the financial institutions listed in [insert Schedule containing lenders details] as Original Lenders, [insert full name of arranger[s]] as the Arranger, [insert full name of facility agent] as the Agent, [insert full name of security agent[s]]

A transaction carried out by a stockbroker or investment bank on behalf of the pension fund as agent rather than as principal.

An individual who is employed or hired by an employment agency to work for the agency's client.

Employment analysis: Where an agency worker’s assignments were individual shifts, the provisions of the Agency Workers Regulations 2010 (AWR 2010), SI 2010/93, did not give rise to an overarching agency relationship between the worker and the client that extended beyond the termination of an assignment (ie a shift). As a result, on the facts of this case, the claimant could not claim equal treatment under regulation 5 of AWR 2010 following the termination of her shift, and had no entitlement to suspension pay as a comparable permanent employee would have, during the period between the termination of her shift (an assignment) and when the client once again allowed her to book in for new shifts (new assignments), according to the EAT.

Compensation awarded to an agency worker for breach of his entitlement, after twelve weeks of service, to the same basic working and employment conditions as a direct hire, must take into account what would have happened but for the infringement. EAT: (1) Amissah and ors (2) Olewunne and ors v (1) trainpeople.co.uk (dissolved) (2) London Underground.

This Checklist sets out: • the rights that an agency worker will have under the Agency Workers Regulations 2010, SI 2010/93 (AWR 2010) (see: Rights under AWR 2010 below) • the rights that an agency worker may have under other relevant legislation (see: Rights under other legislation below), and • the specific exclusions that apply (see: Exclusions below) An agency worker may also have rights as an employee or as a worker, provided they meet the requirements of the relevant definition. For further information: • on the meaning of ‘employee’, see Practice Note: Employee status • on what is a worker, see Practice Note: Worker status • on the rights that an agency worker may have as a employee or as a worker, see: Employees and workers: checklist of rights Rights under AWR 2010 For the purposes of AWR 2010, SI 2010/93, an agency worker is an individual: • supplied by a temporary work agency to work temporarily for, and under the supervision and direction of, a hirer • who has a contract with the temporary work agency which is: