Oklahoma Sales Representatives’ Commissions 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.
This article sets forth the text of Oklahoma’s laws protecting independent manufacturers’ sales representatives, as of January 1, 2023.
The Oklahoma Sales Representatives Recognition Act
Oklahoma Statutes, 15 Okl. St. Ann. § 675
Sections 1 through 5 of this act shall be known and may be cited as the “Sales Representatives Recognition Act”.
Oklahoma Statutes, 15 Okl. St. Ann. § 676
As used in the Sales Representatives Recognition Act:
1. “Commission” means compensation accruing to a person for payment by another person, the rate of which is expressed as a percentage of the dollar amount of orders, sales or profits;
2. “Principal” means any person who does not have a permanent or fixed place of business in this state and who does all of the following:
a. Engages in the business of manufacturing, producing, importing or distributing one or more products for sale to customers who purchase products for resale,
b. Utilizes one or more sales representatives to solicit wholesale orders for those products, and
c. Compensates the sales representatives in whole or in part by commission; and
3. “Sales representative” means a person who contracts with a principal to solicit wholesale orders for a product within this state and who is compensated, in whole or in part, by commission. “Sales representative” does not include a person who places orders for or purchases the product for his own account for resale, a person who is an employee of a principal, or a person who sells the product to the ultimate consumer.
Oklahoma Statutes, 15 Okl. St. Ann. § 677
For purposes of the Sales Representatives Recognition Act, the time at which a commission is due to a sales representative shall be determined in the following manner:
1. If the contract between the principal and the sales representative is in writing and its terms unambiguously and clearly specify when the commission is due, the terms of the contract shall control the determination;
2. If the contract between the principal and the sales representative is not in writing, or if the contract between them is in writing but its terms do not specify when the commission is due or its terms are ambiguous or unclear, the past practice used by the principal and the sales representative shall control the determination; or
3. If neither paragraph 1 or 2 of this section can be used to clearly ascertain when a commission is due, the custom and usage prevalent in this state for the industry of the principal and sales representative shall control the determination.
Oklahoma Statutes, 15 Okl. St. Ann. § 678
A. If a contract between a principal and a sales representative for the solicitation of wholesale orders is terminated, the principal shall pay the sales representative all commissions due him at the time of the termination within fourteen (14) calendar days of the termination, and shall pay the sales representative all commissions that become due after termination within fourteen (14) calendar days of the date on which the commissions become due.
B. The prevailing party in an action brought under this section is entitled to reasonable attorney’s fees and court costs.
Oklahoma Statutes, 15 Okl. St. Ann. § 679
A. For purposes of the Sales Representatives Recognition Act, a person who enters into an agreement, as a principal, with a sales representative for the solicitation of orders in this state is transacting business in this state and therefore authorizes the exercise of personal jurisdiction over said principal by the court.
B. Any provision in any contract between a sales representative and principal purporting to waive any of the provisions of the Sales Representatives Recognition Act is void.
C. Nothing in the Sales Representatives Recognition Act invalidates or restricts any other or additional right or remedy available to a sales representative, or precludes a sales representative from seeking to recover in one action on all claims against a principal.
D. The provisions of the Sales Representatives Recognition Act shall have no effect on any contract or agreement entered into prior to November 1, 1989.
Conclusion
Oklahoma, like a majority of states, has enacted sales representative legislation. 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 even more complicated, and legal advice from an Oklahoma sales rep attorney may be appropriate.
If you are interested in the sales representative statutes of other states, click here to view our sales representative statute survey page.
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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 craig@trepanierlaw.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.