An agency exit should deal expressly with orders already introduced, accepted or partly fulfilled. Before signing a release, establish who contracted with each customer, which commission trigger applies and who will handle delivery, complaints and refunds. The termination date alone does not settle those questions.
Separate the appointment from the customer contracts
Start with the agency agreement and the actual order trail. Did the intermediary introduce customers, conclude contracts for the principal, or buy and resell goods itself? Labels used on a website may not describe the signed arrangement. Identify the contracting parties on quotations, purchase orders and acceptance emails.
Where the intermediary owns stock, our guide to distribution agreements ending with unsold stock addresses a separate exit problem. Do not import a distributor’s stock-return arrangement into an agency commission settlement without checking the commercial roles.
Build a schedule of unfinished orders
Use one row per customer order, rather than a single estimate of the remaining pipeline. Include the order reference, customer entity, introduction date, acceptance status, contract value, delivery milestones and money received. Mark disputed items instead of quietly omitting them.
| Order position | Point to agree |
|---|---|
| Introduced, but not accepted | Whether later conversion earns commission and how it will be identified |
| Accepted, but unpaid | Whether entitlement follows acceptance, invoicing or collected cash |
| Partly delivered | How partial payment, cancellation and returns affect the calculation |
| Customer complaint outstanding | Who responds and how any credit affects the final account |
Agree commission mechanics that can actually be checked
In Goh Lay Khim v Isabel Redrup Agency [2017] SGCA 11, the Court of Appeal distinguished when commission is earned from when it is paid, in a property-agency dispute. The practical drafting lesson is to address both questions expressly. That case does not supply a universal commission formula for every sales agency.
Specify the relevant rate, calculation base, currency, permitted deductions and supporting information. A promise to pay commission on “existing customers” is difficult to administer if neither side has agreed which customers or orders qualify. State how the agent can query a statement and who will resolve a disagreement.
For example, an agent introduces a buyer in September, the principal accepts an order in October and payment arrives after the appointment ends. The agreement should answer which event earns commission. Do not assume either that all post-exit receipts are excluded or that every future sale to that buyer earns a perpetual fee.
Make the handover more than a contact list
Allocate customer notices, delivery updates, warranty enquiries and access to shared systems. Identify records that must be returned, retained or securely transferred, and obtain advice on confidentiality and personal data where relevant. Avoid deleting correspondence needed to explain an outstanding order.
If the relationship is ending because of an alleged breach, obtain advice before sending an exit notice or withholding money. Our guide to terminating a contract for breach explains why the contractual termination route needs a separate review.
What should go to the adviser?
Prepare the signed agreement and amendments, commission statements, sample order documents, customer disputes and the proposed final settlement. Ask for the release to be reviewed against the unfinished-order schedule. A final payment should have an identifiable calculation and an agreed scope, rather than an unexplained “full and final” amount.
For related company questions, see our company law guides.
Need help with an agency exit with unfinished orders?
If your company, or you as a director or shareholder, is dealing with an agency exit with unfinished orders, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that handles commercial contracts and agency disputes. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services