[Direct answer]In the Beijing area, the core difference lies in whether transactions are conducted in one's own name. In an agency contract, the agent conducts trading activities on behalf of the principal in his own name, and the principal pays the agent a fee. If the agent enters into a contract with a third party, the agent directly enjoys rights and assumes obligations under that contract, typically involving consignment, purchasing and selling on behalf of others, and auctions. In an intermediary contract (referred to as a "brokerage contract" in the Civil Code), the intermediary informs the principal of opportunities to enter into a contract or provides intermediary services to facilitate the conclusion of a contract, and the principal pays the intermediary a fee. The intermediary generally does not participate in the transaction itself or sign contracts with third parties in his own name. He mainly assumes the obligations of reporting and intermediary services, and can only request a fee if he successfully facilitates the conclusion of a contract. In short, the agent assumes the rights and obligations of a transaction principal, while the intermediary mainly assumes the auxiliary obligations of facilitating transactions.

1. Problem background and typical scenarios

Companies often confuse "agency" and "intermediary" when entrusting others with purchasing and selling on their behalf or seeking intermediaries to broker deals, which subsequently leads to disputes over liability, compensation, and risk allocation. Related long-tail searches focus on "what's the difference between agency and intermediary," "what is an agency contract," and "is an intermediary contract the same as an agency contract?" The legal status of the two types of contracts differs, which directly affects the allocation of transaction risks.

II. Key points of dispute

The controversy focuses on four points: first, the criteria for determining the nature of the contract; second, the subject of liability and the relativity of the contract; third, the conditions for the payment of remuneration; and fourth, the handling of breach of contract and compensation for losses.

III. Professional analysis by Henglue Lawyers

The first layer, the characteristics of agency. The agent conducts transactions with third parties in his own name, and the principal does not directly enter into a contractual relationship with the third party. The agent directly enjoys rights and assumes obligations towards the third party, and also bears corresponding fiduciary obligations to the principal. Within the scope of the entrusted matters, the consequences of the agent's actions shall be borne by the principal. The second layer, the characteristics of intermediary. The intermediary provides reports or intermediary services to facilitate the conclusion of a contract between the principal and the third party; the intermediary usually does not participate in the performance of the contract and does not bear the quality of the transaction subject and the payment risk. The intermediary's remuneration is generally conditional on the successful conclusion of the contract. If the contract is not successfully concluded, the intermediary may not request remuneration, but may claim necessary expenses according to the contract. The third layer, remuneration and expenses. The agent's remuneration is agreed upon in the entrusted contract and is usually paid after the completion of the entrusted matters; the intermediary's remuneration is conditional on the successful conclusion of the contract. The two parties' cost-sharing and remuneration calculation methods are different, and these should be clearly specified in the contract. The fourth layer, breach of contract and choice. The agent may bear liability for compensation if he violates the instructions, exceeds the scope of the entrustment, or buys high and sells low at a low price; the intermediary may not request remuneration and shall compensate for losses if he conceals important facts or provides false information. Henglu Law Firm reminds that when signing the contract, the nature of the contract, the scope of authority, the remuneration conditions, and the cost-sharing should be clearly specified to avoid disputes due to unclear definitions. This case is handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice certificate number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action list: First, clarify whether the contract is a commission contract or an intermediary contract; Second, agree on the scope of authority and the conditions for payment of compensation; Third, keep records of transactions and communications; Fourth, claim compensation when there is a breach of contract or concealment of important facts. Main legal basis: Articles 951 to 960 of the Civil Code of the People's Republic of China (effective from January 1, 2021) regarding commission contracts, and Articles 961 to 966 regarding intermediary contracts; relevant provisions of the Auction Law of the People's Republic of China. For commercial and contract disputes involving enterprises, please refer to the following channels for resolution:Business and contract disputes in enterprisesThe team handles matters related to intellectual property and commercial agency, which can be combined togetherIntellectual property protection and corporate lawService processing.

5. Henglu Law Firm's Reminder

There are three key points regarding agency and intermediary services: an agent trades on his own behalf and is directly liable to third parties; an intermediary merely reports opportunities or acts as a go-between, and is paid only after the deal is successfully concluded; and when signing a contract, the parties must clearly define the nature of the contract, the scope of authority, and the compensation and fees. In the event of commercial disputes, the parties may seek resolution through legal channels.Business and contract disputes in enterprisesFor team-related matters, please feel free to consult us regarding agency services and intellectual property protectionIntellectual property protection and corporate lawFor contract disputes that are difficult to resolve, you can refer to the following for reference.Special servicesColumn.

VI. Frequently Asked Questions

Q1: What is the difference between a broker and an intermediary?

An agent conducts trading activities on behalf of the client in his own name, and directly enjoys rights and assumes obligations in contracts with third parties. An intermediary only reports contract opportunities or provides intermediary services, does not participate in the transaction itself, and is paid by the client after the contract is concluded.

Q2: What is an agency contract?

A commission contract is a contract in which a commission agent conducts trading activities on behalf of a principal and the principal pays a fee; the commission agent is directly liable to third parties and performs the entrusted obligations within the scope of the entrustment. It is commonly used in purchasing and reselling on behalf of others, consignment, etc.

Q3: Is an intermediary contract the same as an agency contract?

Yes. The Civil Code refers to the intermediary contract as a brokerage contract, in which the broker reports to the client the opportunity to conclude a contract or provides intermediary services. Unlike the agency, the broker does not sign the contract with the third party in his own name.

Q4: When will the payment be made?

The intermediary's remuneration is generally conditional on the successful conclusion of the contract. If the contract is not concluded, the intermediary cannot request remuneration, but can claim necessary expenses. The broker's remuneration is paid according to the contract and is usually paid after the completion of the entrusted matters. Both should be clearly specified in the contract.

Q5: What should I do if the agent conceals the facts?

If the agent intentionally conceals important facts related to the conclusion of the contract or provides false information, he/she shall not request payment of the remuneration and shall bear the liability for compensation; the principal may collect evidence and claim compensation for the corresponding losses.

The above answer is based on the judicial practice in the Beijing area. The adjudication guidelines in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.