Florida Sales Representative Statutes
Independent manufacturers’ sales representatives are typically hired by manufacturers, distributors, and importers to solicit orders for their products from potential customers in designated territories in exchange for a sales commission. Such sales representatives often spend many months or years building up a customer base in their assigned territory and incur substantial up-front sales and marketing expenses that can include travel, lodging, entertainment, and trade show expenses with the hope of generating a stream of future commission income. The sales representative is vulnerable if the principal suddenly terminates their relationship and/or fails to pay all commissions owed to the sales rep.
In response to these concerns, starting in the 1980s and 1990s, many states enacted statutes to protect the interests of these independent manufacturers’ sales representatives. These statutes often:
• Require the sales representative agreement to be in writing;
• Require the principal to provide a copy of the written contract to the sales rep;
• Require the principal to pay the sales rep for all commissions owed promptly following termination (or incur liability for statutory penalties, attorney’s fees, and court costs);
• Strictly limit the circumstances under which the principal can terminate, or fail to renew, a sales representative agreement (e.g., requiring the manufacturer to have “good cause” for termination); and/or
• Prohibit the principal from imposing terms (such as choice of law or exclusive venue provisions) in the sales rep agreement that would effectively require the sales rep to waive its statutory protections under the law.
Thirty-five of the fifty states have enacted some form of sales rep protection legislation.
Florida previously had a sales representative statute (2010 Florida Statute § 686.201), but the Florida District Court of Appeals in D.G.D., Inc. v. Berkowitz 605 So. 2d 496 (Fla. Dist. Ct. App. 1992) held the statute unconstitutional because it violated the Commerce Clause of the United States Constitution. The court’s ruling in D.G.D. explicitly adopted an earlier federal district court case authored by Judge Ryskamp that also held § 686.201 unconstitutional. See Rosenfeld v. Lu, 766 F. Supp. 1131 (S.D. Fla. 1991). The state legislature repealed the statute in 2011, and Florida has not replaced § 686.201 with any new legislation (as of the date of this article).
If the manufacturer, sales rep, or assigned territory is located in a state that does have a sales rep statute, then the statute of that state may be applicable. Additionally, state laws are always changing, and it is possible that a similar sales rep statute could be enacted in Florida in the future. Keeping up to date with the legislation in your state is vital to making informed business decisions and avoiding potential litigation.
Although Florida does not have a sales representative statute, a majority of the other states have enacted such statutes, and compliance with these laws is often complex. Manufacturers, distributors, and importers typically bear the burden of compliance with these statutes and should ensure that their contracts and activities are consistent with applicable law. Sales representatives may wish to review applicable laws to understand their rights. If the laws of multiple states are involved, compliance with the relevant law may become complicated and legal advice from a Florida sales rep attorney may be appropriate.
About the Author
Craig W. Trepanier is a sales representative attorney who handles disputes under the Minnesota Termination of Sales Representatives Act and the laws of other jurisdictions. He can be reached at email@example.com or at 612.455.0502. Trepanier MacGillis Battina P.A. is a Minnesota sales representative law firm located in Minneapolis. If you need advice regarding your sales representative agreement, or are having a dispute regarding the termination, non-renewal, or modification of a sales rep agreement or unpaid commissions, please contact us. Mr. Trepanier can represent you in the State of Minnesota. If appropriate, we can co-counsel with an attorney in your jurisdiction to leverage our specialized knowledge of sales rep law.