UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

MGP ELECTRONICS, INC.,

Plaintiff, Case No.______________________

vs. Honorable_____________________

AURORA CIRCUITS, L.L.C., Magistrate Judge_______________

Defendant.

_________________________________________________________________

Randall J. Gillary (P 29905)

Kevin P. Albus (P 53668)

RANDALL J. GILLARY, P.C.

Attorneys for Plaintiff

201 W. Big Beaver Rd., Ste. 1020

Troy, MI 48084 

(248) 528-0440

rgillary@gillarylaw.com

kalbus@gillarylaw.com

_________________________________________________________________

COMPLAINT

AND JURY DEMAND

NOW COMES Plaintiff, MGP Electronics, Inc., by and through its 

attorneys, RANDALL J. GILLARY, P.C., who complains against Defendant, 

Aurora Circuits, L.L.C., as follows:

JURISDICTIONAL ALLEGATIONS

1. Plaintiff, MGP Electronics, Inc., is a Michigan corporation with its 

principal place of business located in Dearborn, Michigan. Plaintiff is an 

LAW OFFICES OF

RANDALL J. GILLARY, P.C.

COLUMBIA CENTER

201 W. BIG BEAVER ROAD

SUITE 1020

TROY, MI 48084

_________

(248) 528-0440

FAX (248) 528-3412

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 1 of 6 Pg ID 1
2

independent manufacturer’s representative sales agency representing principals to 

the automotive industry in southeastern Michigan.

2. Upon information and belief, Defendant Aurora Circuits, L.L.C. is a 

limited liability company with its principal place of business located in the State 

of Illinois. Upon further information and belief, none of the members of 

Defendant are citizens of the State of Michigan. Defendant is a manufacturer

printed circuit boards, some of which are used in the assembly of automobiles.

3. The amount in controversy is in excess of $75,000, exclusive of 

costs, interest and attorney fees.

COUNT I – BREACH OF CONTRACT

4. Plaintiff incorporates by reference the allegations contained in 

paragraphs 1 through 3 as if the same were fully set forth herein.

5. On or about November 3, 2003, Plaintiff and Defendant entered into 

a Sales Representative Agreement, a copy of which is attached hereto and marked 

as Exhibit A.

6. Pursuant to the Sales Representative Agreement, Defendant 

appointed Plaintiff as its sales representative for the purpose of soliciting orders 

for the sale of Defendant’s products to new customers solicited by Plaintiff. 

7. In exchange for Plaintiff’s efforts as a sales representative for 

Defendant, Defendant promised and agreed that if Plaintiff brought an 

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 2 of 6 Pg ID 2
3

opportunity to Defendant from a new customer, Defendant would pay to Plaintiff 

sales commissions at the rate of 5% of the net invoice price of all printed circuit 

boards shipped to the new customer. The 5% commission rate could be changed 

but only as specified in Paragraph 4 and only in circumstances agreed to by both 

parties.

8. The Sales Representative Agreement had an initial term one year, 

and was to automatically renew for additional one year periods thereafter unless 

terminated by written notice not less than 30 days prior to the end of any 

additional term or by mutual written agreement. Please see Paragraph 9 of the 

Sales Representative Agreement.

9. Paragraph 10 of the Sales Representative Agreement provides as 

follows:

10. RIGHTS UPON TERMINATION

A. Upon termination of this Agreement for any reason, 

Representative shall be entitled to:

i) Commission on all orders calling for shipment into 

Representative’s territory which are dated or 

communicated to Manufacturer prior to the effective 

date of termination, regardless of when such orders are 

shipped, or releases and shipments on such order take 

place.

10. Paragraph 11 of the Sales Representative Agreement provides as 

follows:

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 3 of 6 Pg ID 3
4

11. GENERAL – This Agreement contains the entire 

understanding of the parties, shall supersede any other oral or written 

agreements, and shall be binding upon and inure to the benefit of the 

parties’ successors and assigns. It may not be modified in any way 

without the written consent of both parties.

11. Plaintiff was very successful in soliciting new business for 

Defendant. When Plaintiff started with Defendant in 2003, Defendant’s total 

sales to the automotive industry were approximately $2,000,000. At the time of 

termination in 2012, Defendant’s total sales to the automotive industry were 

approximately $14,000,000.

12. Plaintiff terminated the Sales Representative Agreement in 

approximately March 2012 as a result of Defendant’s failure to pay all of the 

agreed-upon sales commissions.

13. Defendant has breached the Sales Representative Agreement 

between the parties in the following manners:

(a) By failing to pay sales commissions at the agreed-upon rate of 

5% for all products shipped to Plaintiff’s customers prior to 

the termination of the Sales Representative Agreement; 

(b) By failing to pay the agreed upon post-termination sales

commissions; and

(c) Other breaches as yet unknown.

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 4 of 6 Pg ID 4
5

14. As a proximate result of Defendant’s breach of the Sales 

Representative Agreement, Plaintiff has been damaged in an amount in excess of 

$75,000.

WHEREFORE, Plaintiff demands judgment against Defendant in any 

amount in excess of $75,000 to which it is found to be entitled, together with 

costs, interest and attorney fees so wrongfully incurred.

COUNT III – VIOLATION OF THE MICHIGAN

SALES REPRESENTATIVES COMMISSION ACT

15. Plaintiff incorporates by reference the allegations contained in 

paragraphs 1 through 14 as if the same were fully set forth herein.

16. Defendant sells or distributes products in Michigan and/or contracted 

with a sales representative to solicit orders for or sell products in Michigan.

17. Plaintiff contracted with or was employed by Defendant for the 

solicitation of orders or sale of goods, and was paid, in whole or in part, by 

commission.

18. Defendant has intentionally failed to pay sales commissions to 

Plaintiff within the time limits prescribed by Mich. Comp. Laws § 600.2961, the 

Sales Representatives Commission Act (“SRCA”).

17. As a direct and proximate result of Defendant’s failure to pay sales 

commissions within the time limits prescribed by the SRCA, Plaintiff has been 

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 5 of 6 Pg ID 5
6

damaged in an amount in excess of $100,000, exclusive of costs, interest and 

attorney fees.

WHEREFORE, Plaintiff demands judgment against Defendant in any 

amount in excess of $75,000 to which it is found to be entitled, together with 

costs, interest and attorney fees so wrongfully incurred.

Respectfully submitted,

s/Randall J. Gillary

Randall J. Gillary, P.C. 

201 W. Big Beaver Rd., Ste. 1020

Troy, MI 48084

(248) 528-0440

rgillary@gillarylaw.com

P29905

Date: July 16, 2014

JURY DEMAND

NOW COMES Plaintiff, MGP Electronics, Inc., by and through its 

attorneys, RANDALL J. GILLARY, P.C., who respectfully demands a trial by 

jury in the above-captioned matter.

Respectfully submitted,

s/Randall J. Gillary

Randall J. Gillary, P.C. 

201 W. Big Beaver Rd., Ste. 1020

Troy, MI 48084

(248) 528-0440

rgillary@gillarylaw.com

P29905

Date: July 16, 2014

2:14-cv-12780-MFL-MKM Doc # 1 Filed 07/16/14 Pg 6 of 6 Pg ID 6