LEGAL PRACTICE COURSE
Commercial Law and Practice
Workshop 14
Topic(s):
Competition Law:
o Articles 101 and 102 Treaty on the Functioning of the European Union (“TFEU”)
o Competition Act 1998 Chapter I and Chapter II
Learning Outcomes:
By the end of this session you will be able to:
Take a structured approach to applying EU and UK competition law to a specific practical
scenario
Analyse a draft distribution agreement for potential competition law issues and suggest
appropriate solutions
Session Activities:
Analyse a proposed distribution structure in the light of EU and UK competition law
Review part of a precedent distribution agreement
Materials Attached:
Pre-Session Task
In-Session Task
Preparation for Session:
Re-read Chapter 28 of the Commercial manual
Review your material from Large Group 7
Re-read the following provisions contained in the Appendix to the Commercial manual
and bring them with you to the session:
o Treaty on the Functioning of the European Union, Article 101 and 102
o Commission Regulation No. 330/2010 (“VRBE”)
o Commission Notice 2014/C 291/01 (“NAOMI”)
Carry out the Pre-Session Task
Have a look through the partial precedent distribution agreement attached to the In-
Session Task
Materials Provided in Session:
None
Post-Session:
Review your notes to consolidate your learnin
docs_350707162.docx 1/15 © City, University of London 2020
, Commercial Law and Practice
Workshop 14: Pre-Session Task
From: Supervisor
To: Trainee
Date: [date of workshop]
Subject: Seramica: Proposed EU expansion
After investment in new production facilities and the development of some well-priced tile
ranges, Seramica’s sales have increased and they already have a market share of 6% of the
EU tile market. However, their potential output can be expanded much further. To achieve
this, Karim Khan of Seramica wishes to appoint a small number of distributors to cover the
whole of the EU.
Karim’s e-mail to me mentioned that he wants each distribution agreement to include:
1. a clause preventing the distributor from being involved in distributing any products
that compete with Seramica’s products during their appointment and for as long a
period afterwards as Seramica can legally restrict this;
2. a restriction on the distributor selling to any customers outside the distributor’s
appointed territory; and
3. a requirement that the distributor offer Seramica’s products for sale at the prices
notified to them by Seramica.
Please would you consider whether any competition law issues arise.
If you need any further information before you advise, please prepare a list of what
information you need. You should explain briefly why this information is relevant.
In relation to Article 101 of the Treaty on the Functioning of the European Union, you may
find the attached flowchart helpful. However, Article 101 is not the only issue you should
consider.
Many thanks
Supervisor
Analysis of the facts:
■ Seramica have a 6% share of the EU tile market. They wish to appoint a number of
distributors to cover the whole of the EU.
■ Seramica plans to include these provisions in the distribution agreement:
1. prevent the distributor from distributing competing products (during and after
appointment)?
2. restrict the distributor from selling to customers outside their appointed territory?
3. require the distributor to offer product Seramica’s products at the price specified by
Seramica?
docs_350707162.docx 2/15 © City, University of London 2020
Commercial Law and Practice
Workshop 14
Topic(s):
Competition Law:
o Articles 101 and 102 Treaty on the Functioning of the European Union (“TFEU”)
o Competition Act 1998 Chapter I and Chapter II
Learning Outcomes:
By the end of this session you will be able to:
Take a structured approach to applying EU and UK competition law to a specific practical
scenario
Analyse a draft distribution agreement for potential competition law issues and suggest
appropriate solutions
Session Activities:
Analyse a proposed distribution structure in the light of EU and UK competition law
Review part of a precedent distribution agreement
Materials Attached:
Pre-Session Task
In-Session Task
Preparation for Session:
Re-read Chapter 28 of the Commercial manual
Review your material from Large Group 7
Re-read the following provisions contained in the Appendix to the Commercial manual
and bring them with you to the session:
o Treaty on the Functioning of the European Union, Article 101 and 102
o Commission Regulation No. 330/2010 (“VRBE”)
o Commission Notice 2014/C 291/01 (“NAOMI”)
Carry out the Pre-Session Task
Have a look through the partial precedent distribution agreement attached to the In-
Session Task
Materials Provided in Session:
None
Post-Session:
Review your notes to consolidate your learnin
docs_350707162.docx 1/15 © City, University of London 2020
, Commercial Law and Practice
Workshop 14: Pre-Session Task
From: Supervisor
To: Trainee
Date: [date of workshop]
Subject: Seramica: Proposed EU expansion
After investment in new production facilities and the development of some well-priced tile
ranges, Seramica’s sales have increased and they already have a market share of 6% of the
EU tile market. However, their potential output can be expanded much further. To achieve
this, Karim Khan of Seramica wishes to appoint a small number of distributors to cover the
whole of the EU.
Karim’s e-mail to me mentioned that he wants each distribution agreement to include:
1. a clause preventing the distributor from being involved in distributing any products
that compete with Seramica’s products during their appointment and for as long a
period afterwards as Seramica can legally restrict this;
2. a restriction on the distributor selling to any customers outside the distributor’s
appointed territory; and
3. a requirement that the distributor offer Seramica’s products for sale at the prices
notified to them by Seramica.
Please would you consider whether any competition law issues arise.
If you need any further information before you advise, please prepare a list of what
information you need. You should explain briefly why this information is relevant.
In relation to Article 101 of the Treaty on the Functioning of the European Union, you may
find the attached flowchart helpful. However, Article 101 is not the only issue you should
consider.
Many thanks
Supervisor
Analysis of the facts:
■ Seramica have a 6% share of the EU tile market. They wish to appoint a number of
distributors to cover the whole of the EU.
■ Seramica plans to include these provisions in the distribution agreement:
1. prevent the distributor from distributing competing products (during and after
appointment)?
2. restrict the distributor from selling to customers outside their appointed territory?
3. require the distributor to offer product Seramica’s products at the price specified by
Seramica?
docs_350707162.docx 2/15 © City, University of London 2020
