Legal Question in Business Law in California
Hello, thanks so much for responding. I work as an independent contractor for a company in the capacity of an outside salesman. We signed a contract. I made sure to include a clause (several, actually) that protects me from continuing to earn commission(s) off of any business I brought them in the event that I leave the company. In other words, I wanted to ensure that no matter what happens between me and the company I will earn my commission9s) for the life of any client I bring land.
The language used in the contract pertaining to this is:
'Mr. Dinnerman's (me) right to commission is for the life of his clients and shall remain in force under any circumstances including but not limited to breach of the contract by either party, and termination of the contract between Mr. Dinnerman and the company.....(a few paragraphs later) The obligation to pay Mr. Dinnerman shall remain in effect for, again, the life of the client, regardless of any dispute between the parties regarding the contract, regardless of any change in control of the company or its successor entities, and upon termination of the contract, regardless of the reason for termination....(about a page later) Clients retained by the company with wo months of said termination, and with whom Mr. Dinnerman had at least one substantive conversation, shall become Mr. Dinnerman's client and Mr. Dinnerman shall receive comission for those clients under the terms set forth above...
A friend of mine recently read the contract and suggested I might not be protected from earning my commission(s) if the contract is terminated because, in their words 'if you terminate the agreement the life of the client language is not enforceable. One can't enforce a contract that no longer exists'....is my friend correct? The language is very clear that my 'right to the commission shall remain in force under ANY circumstance...' My friends adds that this language is 'too broad and may be cause for invalidating the contract' and, also, that 'termination of contract' should be replaced with 'termination of services or our working relationship ' ..My main reason for asking these questions is because I'm about to leve this company and I want to make sure that, legally, I have a right to my commission in the event that the company doesn't pay. Your opinion would be most appreciated....
1 Answer from Attorneys
It's hard to say without reviewing the entire agreement. Generally speaking, clauses in an agreement can survive the agreement. When I am writing agreements like this I make explicit the clauses that would survive the agreement.
The big question here is whether or not the company will actually pay you after you leave. Of course, you could file a suit against them (or proceed with any other dispute resolution contemplated by the agreement) but this could cost you quite a bit of money and likely a lot of time.
It's probably a good idea to have a well drafted "resignation letter" to make the company aware of their continuing obligations. Please let me know if I can help you further with this.
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