Choice of Law and Venue Provisions in Sales Representative Agreements

Certain employers who employ sales representatives who live or work in Minnesota must ensure their agreements with such sales representatives do not contain non-Minnesota choice law or venue provisions.

Summary of Applicable Law

Minnesota Statute section 325E.37, Subd. 7 has historically prohibited manufacturers, wholesalers, assemblers, and importers who maintain a principal place of business in Minnesota or who employ sales representatives that perform work in Minnesota from having any sales representative agreement that contained an application or choice of law of any state other than Minnesota, or a waiver of the provisions of that section.  Under a  new law passed in the 2021-2022 legislative session, such manufacturers, wholesalers, assemblers, and importers are also now prohibited from having their sales representative agreements contain a choice of venue provision for a state other than Minnesota.

Notably, this prohibition applies to sales representative agreements entered into, renewed, or amended after August 1, 2022.  The full text of Minnesota Statute section 325E.37 is available here.

Bottom Line

Manufacturers, wholesalers, assemblers, and importers who employ sales representatives that live or work in Minnesota must ensure that any sale representative agreements entered into, renewed, or amended after August 1, 2022 do not contain any choice of venue provision for a state other than Minnesota.  If any sales representative agreements do contain such a provision, Minnesota law renders that provision void and unenforceable.