Toolcase · Planned for v0.5
Agency Agreement Reality Check
Agency agreements often grant the agency broad pre-authorisation. In practice, the agency usually exercises a narrower subset of rights, establishing a working expectation. When the agency later invokes a dormant clause — to contact your solicitor, engage a provider, or make an unannounced decision — the course-of-dealing doctrine may limit the invocation. This tool surfaces the gap.
What it does
The tool cross-references the rights the agency agreement nominally grants against the rights the agency has actually exercised over the course of the listing. Rights that the agreement grants but the agency has not exercised are flagged as dormant — potentially vulnerable to course-of-dealing and Rule 9.1 arguments if the agency tries to invoke them without warning.
Background: Selective Approval Theatre.
Inputs
- The signed agency agreement (PDF).
- A selection of emails between you and the agency since signing. A dozen representative messages are usually enough.
Outputs
Rights exercised (the working practice)
Specific actions the agency has taken, cross-referenced to clauses in the agreement that cover them. Where the agency has consistently sought approval before taking action, the pattern establishes the working expectation.
Rights not exercised (the dormant clauses)
Clauses granting rights the agency has not exercised — e.g., "agency may engage professionals on the vendor's behalf" where every provider engagement has in fact been vendor-approved. Dormant clauses are candidates for course-of-dealing and estoppel-by-convention arguments if later invoked.
Course-of-dealing narrative
A summary paragraph in your voice describing the established working practice, ready for inclusion in any future exchange where the agency invokes a dormant clause.
Suggested redlines
Specific clauses in the agreement that would benefit from narrowing, with suggested replacement wording. Useful for future agreements or for amendment negotiations.
What the tool does not do
- It does not provide legal advice. Course-of-dealing arguments depend on the specific facts; a lawyer's view is required for actual dispute use.
- It does not identify rule breaches by the agency. Rule breaches are separate from course-of-dealing.
- It does not substitute for reading the agreement. Specific clauses matter in ways that cannot be fully automated.