October 8, 2025
$588K Dispute Unfolds Between SCI and Cole Lighting
Deep-rooted partnership falters as years-long commission dispute spills into court
In Southern California’s commercial lighting sector, few relationships go back as far as the one between outdoor lighting manufacturer C.W. Cole & Company and lighting agent SCI Lighting & Controls. That three-decade partnership is now being tested inside a California courtroom, where SCI alleges it’s been shorted on more than half a million dollars in commissions. In response, Cole acknowledges a portion of the debt — but says it’s being unfairly targeted as it navigates business challenges and a shifting industry landscape.
What began as a textbook agent-manufacturer alliance, built on trust and incremental amendments, is now a public dispute over $588,469 in unpaid commissions. At least $154,206 of that amount is secured by a court-approved lien — a legal move that signals more than smoke in the ongoing contract fire.
A Deep Partnership, Frayed by Unpaid Commissions
SCI began representing Cole Lighting in 1993, just a year after the independent rep agency opened its doors in Irvine – taking on Cooper Lighting and Lutron among its first major lines. Cole & SCI operated under a formal agreement that granted SCI exclusive rights across numerous Southern California counties. The sales model was conventional — SCI would spec and support Cole’s products, secure purchase orders from distributors, forward those to Cole, and earn a commission once Cole was paid.
Over time, as is common in longstanding rep-manufacturer relationships, the deal was amended to adjust quotas, incentives, and commission splits. What was less typical was the alleged breakdown in payments. SCI claims that over multiple years, Cole failed to pay commissions on sales that SCI had generated and for which Cole had already been paid by distributors. As SCI sees it, the agency was left providing samples, project support, and submittal coordination — for free.
On March 28, 2025, a California judge ruled that SCI had established the probable validity of its claim and approved a lien against Cole for $154,206, the confirmed portion of the commission debt. In legal filings, SCI says the full unpaid amount, now nearing $600,000, accrued between April 2023 and June 2024.
Cole’s Response: Admission, Denial, and Deflection
In court testimony and written discovery, Cole has already admitted that it owes SCI at least $154,206 — yet that hasn’t led to payment or a settlement. Cole’s leadership, including company president Don Cole, has described the admitted amount as based on numbers they’re “generally aware of” but has challenged SCI’s broader claim as inflated or distorted by unusual circumstances.
Above: Section of SCI’s court filing referencing testimony from Don Cole’s deposition.
In its legal defense, Cole argues that the parties’ past “buy-sell” arrangements — which deviated from the standard commission model and allowed SCI to collect commissions through product markups — should apply. But court records show the judge rejected that argument, noting that those agreements were limited in scope and expired before the disputed commission invoices were generated. A second buy-sell agreement entered into in late 2024 — after the lawsuit was filed — was limited to future orders and does not apply to the past-due commissions in question.
While a buy-sell setup isn’t a standard manufacturer-agent arrangement, it can be a pragmatic workaround for agents seeking to ensure payment when commissions lag.
Cole’s legal team has also raised a list of 23 affirmative defenses ranging from economic hardship (citing the 2008 recession and COVID-19) to business frustration, mitigation failure, and even allegations of SCI's own bad faith. But the court has not found those defenses persuasive so far.
Inside Lighting contacted Don Cole of C.W. Cole & Company and Tom Thomson of SCI. Both acknowledged the dispute but said they would not comment publicly while litigation is ongoing.
The Unspoken Cost of Agency Work
Beyond the numbers, the case highlights a tension rarely addressed in public lighting circles: the invisible overhead borne by lighting agents. From samples and specification support to field visits and chasing change orders, reps often incur upfront costs without guarantee of payment. When a manufacturer defaults or delays, reps may have already poured time, energy, and resources into a project long before they see a dime.
In the case of SCI and Cole, those invisible investments are now quantified: $588,000 in commissions, according to SCI, tied to projects already delivered and paid for. And despite the courtroom standoff, both parties still technically cite each other as partners in their respective marketing materials, now in a buy-sell arrangement. If SCI was one of Cole’s most productive agencies, as the figures suggest, the dispute could signal deeper trouble — or at least a reckoning — for the century-old outdoor lighting manufacturer.
A Cautionary Tale for Lighting Partnerships
For an industry that thrives on long relationships and mutual trust, this case is a reminder that even time-tested partnerships can fray when payments stall and assumptions go unspoken. It’s also a rare window into the financial anatomy of an agent-manufacturer relationship gone awry — a view usually obscured behind private contracts and quiet terminations.
The court case is ongoing, with Cole formally denying many of SCI’s claims while simultaneously admitting to a portion. Meanwhile, the legal meter runs.
