THE PCT AND AGENCY
Final Edit: July 24, 2020
Let's make this complex subject as easy as possible to comprehend, in the broadest sense; assume there is much more to know. The FTNX International Agency Agreement (FIAA) will be made available for downloading via the SMICE restricted library in August 2020 for current USCT endorsed SADI applicants to use–supporting fully, what is stated herein as it relates to Paragraph (B) below. The basic platform that a PCT may use by following our doctrine of trade is well prescribed. An ill-informed intermediary has no legitimate presence in the International trading arena and therefore may trade in any manner they wish, with no association with matters of doctrine or the informed PCT using procedures therein. A PCT coming across an informed PCT’s trading on flawed premises must avoid associating themselves with such ill-informed traders, or the PCT will definitely over the long term, jeopardise their standing and integrity. This aspect must not be dismissed lightly. The longer the PCT trades, the more ‘known’ he or she becomes. An end buyer or supplier will conduct online due diligence and if they find the name of the PCT online, trading with ill-informed others, the chance of deal forming diminishes greatly. As for the matter of investment projects; learning the trading process and matters of how the agency aspect works is an integral part of creating such projects. FTNX is currently working on an investment project and will discuss this matter in-depth when the project is announced in the next 18 months. The FTNX project will disclose an energy source not dependent on fossil fuels or batteries, is very safe, and is, in fact, the most efficient and cleanest energy source of all. FTNX if successful, will show how a PCT by using its entrepreneurial skills and aspects found within the FTNX doctrine of trade and business, with very little money, can attract funds (In our case AUD$ 112 Million dollars, employing 262 people locally) to turn a very good idea into a worldwide much sought after product. In all, learning the important aspects of the agency is a vital cog in the whole process, not just to do with trading in large scale commodities, but other high-end ventures as well.
(A) Private Commodity Trader (PCT)
A highly informed principal and disciple of the FTNX doctrine of trade. A legally defined ‘buyer’ and ‘seller’ of commodities interstate/internationally, and related business and entrepreneurial practices. A PCT may work alone or may form trading groups defined as ‘trading strings’ in where the Principal (the PCT) is heading a team of like-minded peer traders. This is the premier trading application that must be studied and learned, from which all other practises may then emanate from. An informed PCT may also act as an Agent or Broker, but informed agents and brokers may not have the required skill to act unless they first obtain experience while trading as a PCT.
(B) Acting on behalf of a disclosed Principal (AGENT)
If a PCT does not act as a ‘buyer or seller’ outright but prefers to represent a disclosed principal as its agent, then the PCT as a ‘tenured agent’ will need to travel, take on inquiries and represent the principal personally with end buyers they engage with. The agent promotes the goods of a disclosed principal ( the Supplier) and many not trade in other goods if full-time tenure rather than a casual tenure is conferred. The principal, in this case, has to be the ‘Supplier in possession of export-ready goods’ or another ‘Informed PCT’ when matters of ‘sourcing products’ within a ‘string’ are apparent. The principal ( the Supplier) pays its full time disclosed agent a ‘monthly payment’ (Ad Diem) to cover travelling expenses and / or efforts made in promoting the goods of the disclosed supplier; with or without travelling. The principal may need to send its agent to an overseas port to talk to the end buyers or even be at the port when loading or unloading operations are apparent. The position of the ‘agent’ in our context is therefore very different from the position of a mere ‘broker.’ The agent receives a commission from its disclosed principal ( the Supplier) for deals it has initiated and assisted in closing and promoting. To promote the goods of a supplier for many months all over the world where the PCT does not close a deal may mean that all or some of the end buyers you have approached ‘today’ may go directly to the supplier, to place an order ‘tomorrow.’ The tenure payment, therefore, is also for efforts you have made to secure an end buyer in disclosed form as well. The supplier being approached by end buyer that the agent has contacted prior must direct all such inquiries back to the agent, but only while the tenure in legally in force. The disclosed agent may also be directed by the principal to do other work for the principal where all expenses are for the principal to bear. A PCT must not enter into an illegal or unlawful act, even if directed by the principal to do so is the new expectations first raised by FTNX in 2010. To do so may now attract penalties not just to the principal ( as it was previously served) but the agent who acted on a premise it already knew was illegal or unlawful. Such a new premise is hardly apparent to many law firms worldwide. There is barely any scope for a PCT located in let us say Canada, to be approached by a principal i.e: sugar supplier in let us say Brazil, in where the PCT accepts to take on the position of a disclosed agent of the principal; as the matter of circumvention will most likely occur, should the efforts of its ad hoc ‘agent’ create a closing deal. However, there is greater scope for a PCT located in Brazil to take on the position of a disclosed agent of a ‘sugar supplier’ located in Brazil. Both aspects may seem similar, but an agent in Brazil with solid proof that it had done work for the Brazilian supplier has a greater chance to be paid a commission when compared to the above opposing view because the Brazilian agent can take legal action against a local supplier circumventing commission payments-locally. In smaller non-revolving transactions an agent may be tenured by a supplier to accept goods on consignment in another country in where, when such goods are sold (units), the asking price is remitted to the account of the principal, in where an agreed-upon sum is retained by the agent for its part ( FTNX will be using this aspect in its investment project). In all such cases, a very complex agency agreement MUST also be in place and be fully accepted by both parties before the agent is set to commence work. A broker works often from within an office environment where the principal is also present. The broker has limited capacity to act up to a certain level until the next department head takes over. A broker often is described as a ‘salesperson’ whose main job is to seek and test referrals. Successful referrals are passed on the next department head in where if a deal is closed/purchase is made, the broker is automatically assured a very small percentage of sales as payment of a commission. A broker can make a lot of money when many small payments of the commission are actively lodged into its account monthly. An agent offers much more personalised service and receives very large payments much less frequently than a broker. A broker ends its dealing at a certain point without even seeing a contract. An agent can oversee the whole deal until final delivery, and could even secure funds on behalf of a disclosed principal. An Agent cannot enter into the contract stage. A PCT can enter into the contract stage when acting as a ‘Buyer or Seller’ but unlike the PCT the agent cannot sign the contract. Most informed agents could act as a broker, but not all brokers can act in the position of an informed agent. The informed agent is also a specialist thus must also offer advice in an adverse situation to its principal. This aspect comes with the job. The agent must also disclose its position and all relevant matters of any deal to the principal on both sides of the fence and must disclose each principal at all times when testing end buyers. In essence, acting for a disclosed principal situated in a different country to the Agent is a precarious and risk-laden aspect. An agent in the same country or state as the supplier is the far better option to consider if this the path the PCT later decides to pursue.
(C) Acting on behalf of an undisclosed Principal (Buyer /Seller /PCT)
Section ‘A’ above supports this perspective and it’s this aspect of ‘agency’ in part, that all PCT must learn to apply fully when trading alone at first, and later when heading strings, if the PCT chooses to do as much ( this is where the agency aspect comes into play; when a string is apparent ). The lone trading position albeit is a slower trading application, but it is also is a superior trading application in where the principal is acting solely as a ‘Buyer or Seller’ at any given time depending on which side of the fence is being enacted upon by the PCT. In the orthodox sense, the PCT trading alone is using common lawful business practices and best practices to close on a large commodity deal, where strict proper and internationally acceptable procedure are in play. No disclosure of the supplier or end buyer is allowed to be given under the ‘undisclosed’ trading premise, which is supported by international and most often even local laws, on the condition the principal has declared that it is ‘Buying and Selling’ commodities, on behalf of undisclosed others. There is no ( albeit small) agency aspect here and thus no circumvention is possible and that upon the closing of an import-export deal the PCT will legally and rightfully earn and collect his or her ‘gross profit.’ If the PCT decides to take on representatives or even sourcing brokers, the PCT must also learn matters of agency and advise /instruct each string member accordingly as per standing rules of agency, as advised in the doctrine. Said laws and rules are taken from French, German and Roman Civil law (EU), English Case law, English Contract Formation Rules, LCIA, UCC and AAA Arbitration rules (USA) as well as ICC (France) delivery rules (incoterms) and UCP banking rules. Even various Conventions ( Vienna: International Sales of Goods Convention) just to name a few have been used to develop the doctrine. The business of the ad hoc ‘Commissionaire’ (same as the PCT who is however also highly informed ) has a long history. When we combine all the relevant rules available to us, a formidable trading structure and routine becomes apparent. The PCT has to learn how to establish and pay commission rates which becomes payable from the gross profit earned. The PCT will need to consistently keep an eye on the activities of such ‘brokers’ who must only conduct business under the instructions served by the principal heading the string deal. This is the main trading aspect that should prevail in where the PCT works alone or when working with trusted and honourable string members attached. The agent or PCT must be deemed as being honourable traders–as it seems to others, as unlike the toxic atmosphere of the agency today, such a position was always based on a platform built on the virtues of good and honourable intent. All banks (UCP uniform banking rules make this point clear) and insurance companies also enact on such an ‘honourary’ premise. A PCT is deemed and must act as an ‘honourary’ person doing business with ‘good intent’ unless declared otherwise by informed others as per the clear evidence held when declaring as much. To register as an International Trade Agent acting for disclosed others, various countries have a registry within an embassy or Government agency handling export and imports. The entity in needs of an agent simply refers to the registry. In our case, the PCT trades as a ‘private agent’ acting in a manner where it does not disclose who their principal end buyer or supplier is, therefore reputation and integrity must first be apparent before anyone may consider tenuring the services of a PCT as its Agent. A PCT must make efforts to earn a reputation in where knowledge and experience are apparent first before considering the position of an Agent. In the majority of cases however it’s the disclosed position that will service our working environment intently.
So an informed PCT located in, let us say the USA, after working as a trader for years ( skill, knowledge and experience is apparent) is approached by a large corporation in Japan it had previously approached to buy ‘steel’ from. The corporation was very impressed with the advice and documents served by the experienced, skilled and informed PCT on the past inquiry even though no deal eventuated, that the corporation has invited the PCT to take up an agents status to exclusively represent the Japanese corporation, for 12 months tenure. The PCT asks a few questions by email and advises that a tenure fee applies and that commission payment on successful deals will be necessary. The corporation agrees to pay the agent a retainer of US$ 40,000 per year for exclusive tenure and 1.75% commission on each completed deal based on the value of each contract being secured due to the direct efforts made by the disclosed agent. The corporation agrees to pay US$ 10,000.00 at signing and US$ 15,000 after 4 months and 8 months of the tenure period. The PCT agrees to all aspects by email and asks the supplier for an agency agreement or - the supplier may ask the PCT for a copy of his FIAA USCT Agreement. One way or another a complex highly defined agency agreement MUST be signed by parties involved. Having being served mandate-ship papers by the corporation (supplier) is simply not good enough for such a high-end International business application. If the corporation wants to meet the agent in person in Japan, then all expenses are paid by the corporation. Once the agency agreement is in place and the initially agreed-upon sum of i.e: 10,000.00 dollars has been paid, then this is the only viable way to accept such a tenure, because an entity prepared to pay for tenure, is a serious entity prepared to back its tenure with intent. The agent must now work exclusively for the principal intently. Any other dubious methods are useless applications to strive for as circumvention is always an issue. In all cases, this kind of agency is always a risky proposition because taking legal action against the supplier charged with circumvention is virtually not possible due to the expenses involved. It may take many years to conclude if such a ‘legal challenge’ is instigated by an agent or PCT. All of the above applies a different aspect if the corporation offering goods was located in the USA because once circumvention is proven, it's much easier to seek compensation in a Federal Court as the jurisdiction of the dishonourable supplier is same as that of the agent, regardless which state the agent is located in; as trade disputes are most often heard in a Federal Court. An agent cannot seek a remedy in a Federal court unless they have a fully signed agency agreement that is signed by the company under its seal, rather than it being signed by a ‘person’ associated with such a company. A PCT in the USA acting as a buyer /seller i.e; when selling goods to a USA buyer or visa versa may also seek Federal Court remedy if a localised breach occurs. An ill-informed outsider with no agency agreement cannot have its case heard Federally and will need to attempt seeking compensation via a civil court hearing, the cost of which is simply too expensive ( millions for a large claim) for most informed traders to consider.
The PCT may act on behalf of an undisclosed principal to define the position of a lawful ‘buyer and seller’ and trade directly on goods it has secured from an export-ready supplier is the best application, or it may consider trading as a fully tenured agent acting for a disclosed principal more so when the agent and principal are in the same jurisdiction, or much less so when the principal and the agent are both situated in other countries – are the standing aspects world wide even when variants may be apparent. An agent could act as a broker for an i.e: ‘trading house’ or act as a ‘cattle broker, shipping broker etc.etc. after learning in house procedures, which is the least attractive proposition. The most lucrative position is the PCT lone trading status by far, as the PCT is the ‘boss of its own doing’ and is not answerable to anyone, unlike an agent. The doctrine covers all three aspects but delves deeply on Paragraph (C) aspect.
Below define improper and unenforceable aspects in part, and prescribes incorrect terms of ‘international’ reference and variants therein, which must be avoided at all times by the PCT, or when the PCT is seeking/invited to act as an agent.
- Mandate Authority Letter is Secured: As issued and signed the supplier in one country to an ill-informed trader in another is an unworkable and unsafe aspect
- NCNDA: Issued by the ill-informed trader to the supplier and later end buyer side which is another worthless document and supporting aspect.
- IMFPA: These and other strange commission pay orders as issued by the supply company/ill-informed traders, must not be considered and are not worth the paper they are written on
- SPA, ICPO, POP, or BCL along with DLC verbiage issued by supplier etc.etc. define other incorrect and flawed terms of reference and application that must always be avoided by the PCT.