Contract Terms Matter — a Refresher


A sound example of a small business that exemplifies the entrepreneurial spirit is the independent sales representative (referred to in this article as the “sales representative”).

Sales representatives work hard, at their own expense, in soliciting and developing business for a principal. They are skilled at developing relationships and promoting a principal’s product. Regrettably, in some situations, a sales representative only takes a cursory look when a principal presents the sales representative with a Sales Representative Agreement (referred to in this article as the “SRA”). A sound SRA can benefit the sales representative in the midst of and after its … Read the rest

Contract Terms Matter


Sales representatives are skilled at knowing and understanding the product they are selling, listening, reading a customer’s interest, promoting a product and being persistent. However, a sales representative’s enthusiasm to obtain a new principal or product line often results in a cursory or brief review of the actual sales representative agreement (referred to in this article as the “SRA”) which is usually prepared and presented to the sales representative by the principal. Failing to understand and participate in the negotiation and preparation of the terms in a written SRA can significantly affect the business of the sales representative during and … Read the rest

Minnesota Agents Gain Added Protection via Recent Amendment to Minnesota Termination of Sales Representative Act


The Minnesota Legislature recently passed and Governor Dayton signed, a significant amendment to Minn. Stat. §325E.37, otherwise known as the Minnesota Termination of Sales Representative Act (“MTSRA”). The amendment passed with overwhelming bi-partisan support and essentially closes a loophole in the existing law. It will benefit certain independent contractor sales representatives as defined under the MTSRA.

Key Provisions

In the early 1990s the MTSRA was enacted in Minnesota. It was enacted to regulate the relationship between a manufacturer, wholesaler, assembler, or importer (referred to herein as the “principal”) and a sales representative, as defined under the MTSRA, with regard to … Read the rest

Minnesota’s Termination of Sales Representative Act


In 1990, Minnesota enacted the Minnesota Termination of Sales Representative Act as codified in Minn. Stat. §325E.37 (hereinafter “MTSRA”). When it applies, the MTSRA provides a process of how and when a sales representative may be terminated by a principal.

Under the MTSRA, a “sales representative” means a person who contracts with a principal to solicit wholesale orders and is compensated, in whole or in part, by commission. Sales representative does not include a person who:

  • is an employee of the principal;
  • places orders or purchases for the person’s own account for resale;
  • holds the goods on a consignment basis
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