Contractual formalities are often discussed in the context of contracting (Macaulay, Reference Macaulay1963). There is no uniform definition of relational contracts. It was interpreted as an incomplete contract, which takes into account only general conditions and relational objectives, while certain decision-making methods (Milgrom and Roberts, Reference Milgrom and Roberts 1992), an incomplete long-term contract in which previous relationships and affairs are important (Furubotn and Richter, Reference Furubotn and Richter1998), and an implicit contract (i.e. non-formal) that guides the conduct of both parties (reference baker , and al. , Gibbons and Murphy2002). However, in general, relational contracting focuses not only on the governance mechanism itself, but also on the relationships between trading partners (Poppo and Zenger, Reference Poppo and Zenger2002); Poppo and Zhou, the reference Poppo and Zhou2014). In this context, trust plays an important role in the drafting of contracts (Crocker and Reynolds, Reference Crocker and Reynolds1993; Williamson, reference Williamson 1996). We therefore assume that wineries that have already been the subject of litigation are more likely to apply written distribution agreements. Alcoholic beverage manufacturers face a regulatory system that is unique enough to distribute their products to end consumers, with a mandatory three-step system in most countries. Due to the consolidation and strengthening of the concentration at the distributor level, distributors have significant ex ante bargaining power over vineyards trying to market the system at three levels. National distribution franchise laws, which stylize the market for distributors, create additional ex post risks for wineries in their dealings with merchants. The wine industry, in most but not all countries, has an additional wrinkle in the ability of producers to ship products directly to consumers, bypassing the three-class system.
The unique characteristics of the alcohol distribution system and its various rules raise questions about how relationships between wine producers and distributors are regulated, which has so far been little taken into account in the literature. Whether or not an estate is located in a franchised state, it is essential that it carefully review and negotiate its distribution agreements with the assistance of an experienced lawyer. It is also important to remember that the care of the supplier does not stop when the contract is signed. No matter how the terms of the distribution contract are negotiated and developed, they are virtually useless if the supplier cannot properly secure its claims. In-depth documentation is therefore essential. If a distributor does not meet sales targets, treat the product incorrectly or submit appropriate reports, these defects must be notified in writing at each appearance.