Puerto Rico Acts 75 and 21 regulate the creation, modification, impairment, and termination of distribution and sales representation relationships. We advise manufacturers, suppliers, distributors, and sales representatives regarding the structuring, negotiation, enforcement, and defense of these commercial relationships.
While the firm primarily represents manufacturers and principals, our experience in disputes involving distributors and sales representatives provides a practical understanding of the legal and business issues that arise on both sides of these relationships.
Looking for an In-Depth Analysis of the Statutes?
For a detailed breakdown of how local courts interpret these regulations, read our comprehensive guides on Understanding Puerto Rico Act 75 Dealer Protections and Navigating the Act 21 Sales Representative Protection Act.
Contract Drafting & Commercial Risk Management
We assist clients with the drafting, review, and negotiation of distribution and sales representation agreements, including:
- Distribution and sales representation agreements.
- Arbitration and dispute resolution provisions.
- Exclusive and non-exclusive territories.
- Product-line and channel management.
- Sales quotas and performance standards.
- Multi-distributor and multi-channel distribution structures.
Distribution Restructuring, Impairment & Termination
We advise clients regarding structuring, modifications to existing distribution networks and the risks associated with Act 75 and Act 21, including:
- Appointment of new or additional distributors and representatives.
- Territory and product-line modifications.
- Changes in pricing, credit, and sales policies.
- Evaluation of impairment claims.
- Non-renewal and termination strategies.
- Analysis of “just cause” requirements.
Litigation, Arbitration & Enforcement
When disputes arise, we represent clients in Puerto Rico courts and arbitration proceedings involving:
- Enforcement of distribution and sales representation agreements.
- Act 75 and Act 21 claims.
- Arbitration proceedings and enforcement of arbitration clauses.
- Preliminary injunctions and provisional remedies.
- Termination and impairment disputes.
- Damages and statutory compensation claims.
Representative Matters
- Negotiated the restructuring of distribution channels for foreign manufacturers, including transitions from direct sales to master distributor models under Act 75.
- Advised manufacturers, suppliers, distributors, and sales representatives regarding the structuring, negotiation, modification, and enforcement of distribution relationships, including territory changes, product-line adjustments, appointment of additional distributors, and network restructuring under Acts 75 and 21.
- Represented clients in litigation and arbitration involving impairment, non-renewal, termination, contract enforcement, injunctive relief, arbitrability challenges, and statutory damages claims arising from distribution and sales representation relationships.
- Advised dealer concerning the termination of a commercial relationship involving substantial capital investments, challenges to the validity and reasonableness of vehicle sales quotas, arbitrability issues, enforcement of contractual dispute-resolution provisions, and requests for injunctive relief.
- Advised an international fuel supplier regarding the structuring, drafting, and negotiation of fuel supply agreements, branding and trademark licensing arrangements, transportation agreements, service-station operating agreements, and other contracts governing the distribution, marketing, and sale of branded petroleum products.
- Represented the supplier in the enforcement of fuel supply, branding, lease, and service-station operating agreements across a multi-location retail network, including matters involving contractual compliance, operational control, possession rights, and the protection of distribution and brand interests.
If you are a business owner or corporate exploring or expanding your business through distribution in Puerto Rico, or are facing difficultiies wiithin your existing distribution chain, I invite you to learn more of our corporate and commercial contracts practice to learn how we provide the strategic guidance and legal expertise necessary to build a legally sound and commercially viable franchise model.
Let’s work together to build, expand or protect a model that grows with confidence. Ready to take the next step? Contact us here.