Key Points

  • The Sales Representative Act's 13-day payment rule applies only to commissions due at the time the representative's contract terminates.
  • A contract term providing that a representative's breach makes earlier-due commissions no longer due does not waive the Act under its section 2.
  • Jasmine's clause forfeiting all commissions upon a breach of the noncompete was a valid liquidated damages provision because unrebutted trial testimony showed actual damages would be uncertain and difficult to prove.
  • The trial court found that Siwik breached the noncompete by about April 28, 2022, before her May 22, 2022, resignation date, so Jasmine owed her no commissions at termination.

A bridal-dress manufacturer did not violate Illinois' Sales Representative Act when it refused to pay a departing sales representative her commissions after she signed with a competitor, a state appeals court held Monday. The ruling allows a contract to strip a representative of commissions before the statute's prompt-payment guarantee takes hold.

A three-justice panel of the Appellate Court of Illinois, Third District, affirmed a Du Page County judgment for Jasmine Enterprises Incorporated against Sylwia Siwik, who had sued for $40,397.18 in unpaid commissions. Presiding Justice Hettel wrote the opinion. Justices Brennan and Anderson concurred.

The Sales Representative Act requires a principal to pay "[a]ll commissions due at the time of termination" of their contract within 13 days. It also voids any contract provision "purporting to waive" the Act. The panel held that the 13-day rule reaches only commissions still owed when the relationship ends, so a contract may provide that a representative's breach cancels commissions that had come due earlier.

Siwik became Jasmine's exclusive agent in about July 2019, selling its bridal, bridesmaid and mother-of-the-bride dresses for a commission of 7.5% of the net amount of dresses ordered and shipped. Under the agreement, commissions were not earned "unless and until" Jasmine shipped an order. Section 6.1 barred her from selling competing dresses during the agreement's term.

Section 6.2 provided that a violation would "automatically and immediately terminate" the agreement. It further provided that, as liquidated damages, Siwik "shall relinquish any and all rights and claims to any commission which is or may otherwise become due and payable."

On April 21, 2022, Siwik emailed Jasmine's president, Kyle Yin, and its vice president, Cynthia Yin, a letter ending the agreement effective May 22. She testified that she could not sign into the company's computer system on April 26 and assumed she had been let go. She then signed an April 27 agreement to work as a sales representative in the social occasion division of Morilee Madeline Gardner, a Jasmine competitor.

Kyle Yin testified that he learned of the move around April 30 or May 1 from an internal Morilee announcement, and that a May 3 announcement said she "already took three orders." Jasmine sent Siwik a termination notice on May 3. On May 10, the date it paid commissions on the previous month's shipments, the company withheld her April commissions.

Judge David E. Schwartz held a bench trial in September 2025. He rejected Siwik's claim that the lockout ended the relationship and found that she had breached the noncompete by "approximately April 28th at the latest," well before her May 22 resignation date. He concluded that Jasmine owed her no commissions and entered judgment for Jasmine.

On appeal, Siwik argued that the Act's payment requirement "creates an absolute obligation" that private agreements cannot override. She contended that she had earned $9,519 in commissions for April 2022 and that, by enforcing section 6.2, "the trial court permitted a functional waiver of the Act's mandatory thirteen-day payment deadline."

Hettel wrote that the Act leaves to the contract the question whether, and when, a representative becomes entitled to a commission. When the agreement's terms leave a representative without an entitlement at termination, the court held, "the principal does not violate the Act by declining to pay the representative commissions within 13 days of the termination."

The court acknowledged that Siwik's commissions first came due when Jasmine shipped the dresses. That fact, Hettel wrote, "does not, without more, mean that the commissions would always remain due to her up until the termination of the agreement." Section 6.2 instead provided that commissions due on shipment would become no longer due once she breached the noncompete and the agreement ended.

The panel grounded that reading in the statute's wording. Had lawmakers meant to protect commissions due at any point before termination, Hettel wrote, they "would have had no need to use language that referred only to" commissions due at termination. The court held that a contract waives the Act if it requires a representative to give up commissions due at termination, but not if earlier-due commissions become no longer due "on account of an interceding event."

The panel also rejected Siwik's argument that the forfeiture was an unenforceable penalty. Under Illinois law, the court explained, such a clause is generally valid when the parties intended to settle damages in advance, the amount was reasonable when they contracted, and "actual damages would be uncertain in amount and difficult to prove."

Kyle Yin testified that Jasmine's original template agreement, which Cynthia Yin, a licensed attorney, prepared in 1991, set damages for a breach of the noncompete at $50,000. The company revised the clause after a representative said the commission was much smaller than that figure. Yin told the court that the harm from a defection depended on when in the six-month selling season it happened. "We don't know. We cannot foresee," he testified.

Cynthia Yin testified that Jasmine was one of the smaller manufacturers in a "small industry" and that it and Morilee sold identical products, which she said would add to customer confusion. Hettel wrote that "none of the specific facts that Kyle and Cynthia testified to regarding their measure of liquidated damages were meaningfully contested at trial," and the panel held the clause valid and enforceable.

Siwik was represented by Allison L. Bosley and Diana C. Servos of S.T. Legal Group. Marc D. Sherman of Marc D. Sherman & Colleagues, P.C., represented Jasmine.

The opinion, 2026 IL App (3d) 250593, affirms the circuit court's judgment in full. The panel ordered no further proceedings in the trial court, so the judgment against Siwik on her commission claim stands.