sales representation agreement

Semi-Materials Co., Inc. v. MEMC Electronic Materials, Inc.

MEMC manufactures polysilicon, which is used to manufacture semiconductor chips and solar cells. Starting in 1996 MEMC’s wholly-owned subsidiary MEMC Pasadena, Inc. entered into informal, short-term arrangements with Semi-Materials’ predecessor-in-interest to help MEMC Pasadena sell silicon, and later silane gas, in South Korea in exchange for sales commissions.

In 2003 Semi-Materials and MEMC Pasadena entered into an agreement whereby Semi-Materials was appointed MEMC Pasadena’s exclusive sales representative for the sale of polysilicon and silane gas in South Korea. Under the agreement MEMC Pasadena would pay Semi-Materials a commission on all polysilicon and silane gas sales that were “purchased from [MEMC Pasadena] by the user of the PRODUCTS and delivered by [MEMC Pasadena] to a site within [Korea]” according to the compensation percentage rates listed in Appendix A.

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