How to Review Anti-Circumvention of End Customers in a Reseller Deal

The Friday job is how to review anti-circumvention of end customers in a reseller deal on this PDF. Fill a one-page log of which end customers this clause protects. Record which paths count as a bypass, and how long the tail runs. Note what written proof a pre-existing shop needs. Decide whether the remedy is commission, an injunction, or only good faith. Then narrow the list, shorten the tail, or walk.

In October 2026 Mared, ops at a 15-person Solva workshop, reads a Dewi Trade Ltd reseller agreement. The mats carry Mared's mark and leave Solva. English law applies in the courts of England and Wales.

From the brand-ops chair, this page reads a manufacturer bypass clause against the shops already on the order book, not against a sanctions memo. The packet — the exact file set that will be signed — is that agreement only. Clause 6.1 bans every end customer in the territory for thirty-six months after exit, with no schedule and no pre-existing-shop carve-out.

For example, Solva Pantry has been invoiced direct since March 2024. St Davids Table is an email of 14 August 2026 and a sample on 3 September 2026, with no order. Goodwick Stores is a WhatsApp of 29 September 2026. In practice those shops are not one fact.

Slack on 6 October 2026 is the pressure. It treats a territory-wide ban as a client non-solicit. It treats a blank introduction list as already covered by house accounts. It treats thirty-six months as how these clauses work, and good faith as the payout. The typical mistake is to sign because Dewi is the channel.

Males J heard ICBC Financial Leasing Co Ltd v Consultants Group Commercial Funding Corporation. In [2016] EWHC 1683 (Comm) he held that circumvention means going around an obstacle. The November 2013 financing of four LNG carriers was independent of that confidentiality letter.

That deal was not a circumvention. It is ship finance, not this PDF. Brick Court's note records about US$8 million, dismissed on 8 July 2016.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How to review anti-circumvention of end customers in a reseller deal

Write the printed class before you argue about the shops. Clause 6.1 covers any End Customer in the Territory, introduced or not. A missing name does not take a shop outside the sentence. The class is this packet, not a named list.

Mendelsohn, December 2025, splits a territory-wide ban from accounts the distributor developed. GTsetu, 22 September 2026, speaks of customers the distributor introduced. Sprintlaw, 23 July 2025, says a UK court may narrow an unfairly wide class.

Do write that 6.1 ignores introduction. Do not treat the territory as covered because Dewi is the channel. A blank list is not a named introduction.

What to check on a direct sale, an affiliate, and another reseller

Check three paths, because the clause prints three. It bans contact, a sale, or any other deal, directly or indirectly. The paths are any Affiliate and any other reseller. No audit is printed, so do not invent a report.

Pactolane's sample also binds officers and agents. Coto and Waddington add a third party. Key2Law, 6 August 2025, calls affiliate deals a drafting choice.

An NDA — a non-disclosure agreement — does not ban use of a contact. Mendelsohn also calls this a direct dealing clause about a manufacturer bypass. Keep only direct, Affiliate, and any other reseller.

When to split the in-term ban from the post-termination tail

Split the clocks before you decide how long the ban lasts. The in-term ban is the whole Term. The tail is thirty-six months after termination or expiry. That figure is this packet. The non-circumvention duration for registered end customers is only the printed clock.

Pactolane brackets 24 months and says no statute fixes the length. Key2Law says 12 to 36 months is generally reasonable on its page, not in a judgment. Do not call 36 the top of a band. Do not copy 24 months onto clause 6.1.

terms.law shows two years and five years, and they disagree. Article 10 of the 2022 Order is a buyer non-compete, not this promise. Do not paste five years here.

Red flag: what written proof does a pre-existing shop need?

A pre-existing shop needs written proof on this PDF, and the clause does not give it. Solva Pantry has bought direct since March 2024. There is no carve-out and no writing rule. Silence is not proof.

Pactolane wants disclosure up front. Coto asks for writing around the introduction. terms.law keeps a documented tie even if it was never disclosed. Those pages disagree. This PDF is silent.

St Davids Table has a sample and no order. Goodwick Stores is a WhatsApp of 29 September 2026, and a message is not an introduction. Do record March 2024 with no carve-out. Do not treat drawer invoices as a term.

Review the remedy before you treat good faith as the payout

Review the remedy before you treat good faith as the payout. The text promises an injunction and the commission that would have been earned. No rate is printed. An asserted injunction is not a court order.

Sprintlaw lists commission, damages, or an injunction, and puts good faith elsewhere. Loss must be proved unless a sum is stated. Do not invent a percentage.

Any breach is called a material breach, and that label sets no rate. Males J cited Esso Petroleum Co Ltd v Harper's Garage (Stourport) Ltd [1968] AC 269 on that letter only. That is not a forecast for clause 6.1.

Checklist before you narrow the list, shorten the tail, or walk

Pick one result. Narrow the class to names introduced in writing, or shorten the thirty-six-month tail. Or do not sign on Friday 9 October 2026.

A client non-solicit is a different hunt. A vendor-MSA — a master services agreement, the frame contract vendors hang order forms on — is not this bypass. Read the client non-solicit review and stop.

Anti-circumvention versus a client non-solicit stays separate. If house accounts are Slack's answer, read the house-account review and stop. That list does not switch off this ban.

A registration clock is not this ban. Read the deal-registration review and stop. Leave appointment labels for another page.

Pay after exit on orders already started is another hunt. Read the commission-tail review and stop. Ask here whether the supplier may sell at all.

Before you sign, the success bar is one sentence that pauses Friday. The reader fills that log from this PDF. Verify the three shops. A territory-wide ban is not recorded as a named introduction. Good faith is not recorded as a commission. Escalate the missing rate, then negotiate, shorten, or walk.

Open clause 6.1 → three shops → three paths → two clocks → silence on Solva Pantry → no rate → narrow, shorten, or walk.

A first-pass — the first machine pass that extracts clauses before a human reads every page — marks words on the file. You still fill the log. Tailscale, read on 9 October 2026, sets no such tail. Use document analysis on the PDF. The reseller agreement review returns flags and does not choose.