Goodwill compensation and consumer files: the two retail disputes
Nextica Law & Tax handles the two disputes that most often reach court in a retail network: claiming or defending goodwill compensation and unamortised investment on termination of an agency or distribution contract, under the regime of Law 12/1992 and its application by analogy to distribution; and defending enforcement files from the Catalan Consumer Agency over returns policies, in-store signage, complaint forms or price advertising. And alongside them, the premises dispute: renegotiation, termination and rent claims.
When a distribution deal ends, the argument is never whether goodwill exists: it is what it is worth and who created it.
What's included
1. Reconstructing the relationship before ending it
contracts, orders, targets met and, above all, evidence of who won each customer.
2. Quantifying goodwill compensation and unamortised investment, with an expert report where the amount justifies it.
3. Designing the termination
notice, formal communication and handling of stock, brand and customers during the exit period.
4. Claiming or defending depending on which side you are on, with out-of-court routes exhausted before suing.
5. Defending consumer files
submissions, evidence of signage and procedures, and appeal where appropriate.
6. Premises disputes
rent renegotiation, money claims and lease termination.
7. Preventive review of what is most often penalised, so the next file never arrives.
THE TWO FRONTS THAT MOST OFTEN REACH COURT
One arrives when you break with a distributor; the other walks through the shop door with a consumer inspection.
Goodwill compensation
the law expressly regulates it for agency, and the courts have applied it by analogy to distribution where its requirements are met. The argument is fought over evidence of who brought in the customers and over valuation.
Law 12/1992Advertising a discount without respecting the prior-price rule
raising the price shortly before a campaign so as to announce a bigger reduction is exactly what the rule targets, and price history stops being an internal matter and becomes evidence.
Royal Decree-Law 24/2021Poorly communicated returns and exchange policies, signage and service that fail the information duties, and official complaint forms not available: that is the trio behind most consumer files in Catalonia.
Law 22/2010, Catalan Consumer CodeFrequently asked questions
Is a distributor entitled to goodwill compensation?
Law 12/1992 expressly regulates it for agency contracts. For distribution there is no equivalent rule, and the courts have accepted applying it by analogy where the substantive requirements are met: that the distributor brought in new customers or significantly increased business, that the principal continues to benefit from that customer base after termination, and that the compensation is equitable. The practical argument is fought over evidence —who won the customer, with what resources and at whose cost— and over valuation, which almost always needs an expert report.
What does the Catalan Consumer Agency penalise in a shop?
What can be seen from the doorway and what the receipt says. Common files concern returns and exchange policies that are poorly communicated or contradict what was advertised, failure to meet the information and service duties of the Catalan Consumer Code (Law 22/2010), not having official complaint forms available, and price advertising that does not respect the prior-price rules in promotions and sales. The defence starts earlier: almost all these files are won with signage and procedures reviewed in time, not with written submissions.
Let's talk about your company.
Tell us your situation and we'll reply within 24 working hours.