as introduced - 90th Legislature (2017 - 2018) Posted on 02/20/2018 01:04pm
|Introduction||Posted on 02/20/2018|
A bill for an act
relating to commerce; regulating the termination of sales representatives; amending
Minnesota Statutes 2016, section 325E.37, subdivision 1.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Minnesota Statutes 2016, section 325E.37, subdivision 1, is amended to read:
(a) As used in this section, the following terms have the
meanings given them.
(b) "Good cause" means a material breach of one or more provisions of a written sales
representative agreement governing the relationship with the manufacturer, wholesaler,
assembler, or importer, or in absence of a written agreement, failure by the sales
representative to substantially comply with the material and reasonable requirements imposed
by the manufacturer, wholesaler, assembler, or importer. Good cause includes, but is not
(1) the bankruptcy or insolvency of the sales representative;
(2) assignment for the benefit of creditors or similar disposition of the assets of the sales
(3) the voluntary abandonment of the business by the sales representative as determined
by a totality of the circumstances;
(4) conviction or a plea of guilty or no contest to a charge of violating any law relating
to the sales representative's business;
(5) any act of the sales representative which materially impairs the good will associated
with the manufacturer's, wholesaler's, assembler's, or importer's trademark, trade name,
service mark, logotype, or other commercial symbol; or
(6) failure to forward customer payments to the manufacturer, wholesaler, assembler,
(c) "Person" means a natural person, but also includes a partnership, corporation, and
all other entities.
(d) "Sales representative" means a person who contracts with a principal to solicit
wholesale orders and who is compensated, in whole or in part, by commission.
Sales representative does not include a person who:
(1) is an employee of the principal;
(2) places orders or purchases for the person's own account for resale;
(3) holds the goods on a consignment basis for the principal's account for resale; or
(4) distributes, sells, or offers the goods, other than samples, to end users, deleted text beginnot for resaledeleted text endnew text beginnew text end.
(e) "Sales representative agreement" means a contract or agreement, either express or
implied, whether oral or written, for a definite or indefinite period, between a sales
representative and another person or persons, whereby a sales representative is granted the
right to represent, sell, or offer for sale a manufacturer's, wholesaler's, assembler's, or
importer's goods by use of the latter's trade name, trademark, service mark, logotype,
advertising, or other commercial symbol or related characteristics, and in which there exists
a community of interest between the parties in the marketing of the goods at wholesale, by
lease, agreement, or otherwise.
new text beginnew text end"Wholesale orders" means the solicitation of orders for goods by persons in the
distribution chain for ultimate sale at retailnew text beginnew text end.
new text begin new text end