Sales Rep. Agreement With Unfulfilled Promises

[PeereetHoon]

Ten years ago an OK multinational company hired us, as Sales Representative for its equipment sales in India.

1. This agreement was never renewed but we continue to earn sales commission till past one year for sales made in India.

2. This Agreement gave us exclusivity on all Indian sales. However it does keep option for US company to open office in India and contact customers directly.

3. Agreement called for commission against sales activies. We did much beyond. We made a partnership company in India in US company name and did correspondecse from two offices in different cities in the name of this partnership company. We did project related activites such as getting quataion from sub contractors, coordinating site activites, project expediting which was not part of Sales Agreement. They had promised us to make Directors in their Indian operation once established. So we did this extra work in expectation of brigher future.

4. Last year, US company opened their own office and appointed their own directors. They stopped corresponding with us and did not pay us substantial commission earned on many projects.

5. They had Indian customer award a local contarct in our partnership company name before opening their own office. After award of this contract they changed it in their own company name in India without our consent.

6. We had established this US company in India. They continue to praise our services even when they discussed the idea of opening thier Indian office. They had promised more responsiblity and brighter future, more money for us after establishing their new company.

7. They have now stopped responding to us in spite of repeated calls and emails.

We gave up everything to establish this company. What alternative do we have to get justice.

[aaron]

If I understand correctly, you had a contract which expired, but you continued to work for the company without a contract and continued to receive commissions. Although you had exclusive rights to their product, the contract expressly stated that the company could open its own office, presumably to eventually replace your services. And they did so after the contract expired?

Do they still owe you any commissions?

When and how did they promise to make you directors?

Who was operating under your company name?

[PeereetHoon]

1. Contract has the term that it will be reviewed and renewed every year. However this Oklohoma Multinational and we continue to work without such renewal or review. Contract could be terminted by either side with 30-days notice but neither side served any such notice till date. Although we did exchange emails on settling this issue and parting ways over last 7-8 months. However CEO of company now stopped replying or taking our phone call to settle the issue. They opened their office 1-year ago.

2. They owe us large sums in commissions.

3. They have said to make us Director verbally and in writing many times in last 10 years. We may some some of these emails. We had some newsreports and newsreel also, we have to check whether we still have them. Even when forming this Indian company, company CEO had promised that Indian Director of their company will CC all correspondence and we have likelyhood of making more commission in this new arrangement.

4. As a partnership company in their name in India, we operated independently but with knowldege of this US company for 7-8 years. No commission were however paid to partnership by US company as we asked them to pay in other company accounts.

[aaron]

If they owe you substantial commissions and are delinquent, obviously that's cause for concern.

It is not clear whether you can do anything about the contract, given the facts you describe, and it's also not clear what you would be able to do with regard to promises of director positions (particularly if you didn't keep any related correspondence or emails). But you certainly should be able to recover unpaid commissions.

You would likely benefit from discussing this situation with a local business lawyer, as you may have a breach of contract claim under the laws of the state at issue, you may well have a claim relating to the improper use of your business name, and you should be able to recover your commissions. (You may also wish to consult a lawyer in India about whether you have any claims at that end.)

[PeereetHoon]

Since Sales Agreement has jurisdiction in the State of Oklohoma. What will be your recommandation ie to hire a lawyer in that state or any state in US. Also, do you see a possibilty where we can get a lawyer to work on the basis of sharing from claims made.

[aaron]

Since Sales Agreement has jurisdiction in the State of Oklohoma. What will be your recommandation ie to hire a lawyer in that state ....

That would probably be a good place to start.

Also, do you see a possibilty where we can get a lawyer to work on the basis of sharing from claims made.

When you contact the law firms, you can ask if they will take the case on a contingency basis. Their willingness will likely depend upon their assessment of your chances of success, and the amount of money at stake.