language to be deleted (2) new language
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:
(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 limited to:
(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 representative's business;
(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, or importer.
(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, not for resale.
(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.
"Wholesale orders" means the solicitation of orders for goods by persons in the distribution chain for ultimate sale at retail.
Presented to the governor May 2, 2017
Signed by the governor May 2, 2017, 4:49 p.m.