Studio Legale Mattioli has achieved a significant success before the Court of Milan, representing the exclusive distributor for Bulgaria in a complex dispute against a leading Italian cosmetics manufacturer based in the Milan area.
The case involved the termination of an exclusive distribution agreement concerning the marketing of cosmetic products in Bulgaria. The Italian manufacturer had alleged that the distributor breached the contract by selling products outside the assigned territory and, on that basis, had declared the agreement terminated for non-performance.
Studio Legale Mattioli defended the distributor by demonstrating that the sales made outside Bulgaria were “passive sales” within the meaning of EU competition law—that is, sales resulting from unsolicited orders from customers located outside the distributor’s exclusive territory.
Under Commission Regulation (EU) No. 330/2010 on vertical agreements and Article 101 of the Treaty on the Functioning of the European Union (TFEU), suppliers may not restrict passive sales by distributors, as such restrictions constitute hardcore restraints incompatible with EU antitrust principles.
Relying on these legal provisions, the Court of Milan accepted the distributor’s arguments, ruling that the termination notified by the Italian manufacturer was unlawful. The Court held that the distributor’s conduct did not amount to a contractual breach and ordered the manufacturer to compensate the distributor for the damages suffered.
This judgment underscores the importance of correctly applying EU distribution law and antitrust compliance rules in the drafting and enforcement of exclusive distribution agreements. It also confirms that manufacturers operating within the European single market must respect the limits imposed by EU competition law when defining territorial restrictions for their distributors.
With this outcome, Studio Legale Mattioli reaffirms its strong track record in international commercial disputes, cross-border distribution and agency agreements, and EU competition and antitrust law, assisting both EU and non-EU companies in navigating the complex regulatory framework governing international trade and distribution within the European Union.
