Greenhalgh v. Presstek, Inc.
| Decision Date | 31 October 2005 |
| Docket Number | 2004–716.,Nos. 2004–76,s. 2004–76 |
| Citation | 152 N.H. 695,886 A.2d 1000 |
| Court | New Hampshire Supreme Court |
| Parties | Charles L. GREENHALGH, Esq., Trustee Under the Robert W. Hallman Irrevocable Life Insurance Trust v. PRESSTEK, INC. |
Hamblett & Kerrigan, of Nashua (J. Daniel Marr on the brief), Cooley Godward LLP, of San Diego, California (Amy Hallman Rice on the brief), and The Law Office of Wayne J. Rice, of Poway, California (Wayne J. Rice on the brief and orally), for the plaintiff.
Orr & Reno, P.A., of Concord (Emily Gray Rice and Martha Van Oot on the brief, and Ms. Rice orally), for the defendant.
The plaintiff, Charles L. Greenhalgh, Esq., Trustee Under The Robert W. Hallman Irrevocable Life Insurance Trust, appeals an order of the Superior Court (Hicks , J.) rejecting his claim for breach of contract and denying his request for declaratory judgment regarding the parties' rights and obligations under a "Split Dollar Agreement." The defendant, Presstek, Inc., cross-appeals the trial court's denial of its request to recover premium payments it made pursuant to the Split Dollar Agreement. We affirm.
The trial court found the following facts. Robert W. Hallman began work as Presstek's chief executive officer (CEO) and as a member of Presstek's board of directors (Board) on or about September 21, 1998. The terms of his employment were initially set forth in a July 29, 1998 letter and a September 17, 1998 employment agreement. The term of employment under the employment agreement ended on September 30, 1999, but was automatically renewed for successive one-year periods unless either party gave written notice by the preceding June 30. If Presstek terminated Hallman for cause, the employment agreement provided that Hallman had no right to receive compensation or other benefits for any period after termination, except as required by law.
On December 8, 1998, the Board authorized Neil Rossen, chief financial officer, to acquire split dollar whole life insurance policies for Hallman. On July 9, 1999, Hallman, as grantor, and the plaintiff, as trustee, entered into the Robert W. Hallman Irrevocable Life Insurance Trust (Trust) as a means of holding a life insurance policy from Sun Life Assurance Company of Canada (policy). Under the Trust terms, the only beneficiaries of the Trust were Hallman's wife, children and grandchildren. That same day, the plaintiff, as trustee of the Trust, entered into a Split Dollar Agreement with Presstek. The plaintiff also executed a collateral assignment assigning to Presstek the plaintiff's "right, title and interest in" the policy. Under the Split Dollar Agreement, Presstek paid the annual premium on the policy each April in the amount of $35,645.00. The Split Dollar Agreement provided that when Hallman died, Presstek was entitled to reimbursement for all premium payments made, and the Trust beneficiaries were to receive the remainder of the death benefit under the policy. Article IV, section 4.1 of the Split Dollar Agreement provided for its termination upon the occurrence of any one or more of the following events: (a) cessation of operation by Presstek; (b) bankruptcy, receivership or dissolution of Presstek; or (c) "Robert W. Hallman terminates his employment with Presstek, Inc. for any other reason but retirement."
On April 3, 2002, the Board voted to remove Hallman as Presstek's president and CEO, but did not otherwise address his employment. However, prior to the meeting, the Board presented Hallman with a draft Separation Agreement and Release for his review and acceptance. Presstek nonetheless made the April 2002 premium payment. On April 12, 2002, counsel for Hallman sent a letter to the Board responding to the draft Separation Agreement and Release and proposing various changes. In the letter, Hallman's counsel requested that Presstek add a clause to the Separation Agreement and Release to reflect that Presstek would continue to pay the premiums on the Policy. Presstek rejected this suggestion and the parties did not add any such clause. Both Hallman and Presstek signed the Separation Agreement and Release, and it became effective on April 30, 2002.
In section 3 of the Separation Agreement and Release, Hallman acknowledged that he was receiving monies and other benefits that he would not have received but for his execution of the agreement and the fulfillment of the promises he made therein including, among other things, immediate vesting and an extended deadline for exercise of certain stock options. Hallman also agreed that "the foregoing payments and benefits shall be in lieu of any other payments, including severance, which might otherwise by [sic] payable to Hallman, or to which Hallman might otherwise be entitled, under the Employment Agreement or otherwise." In section 10 of the Separation Agreement and Release, Hallman granted a general release to Presstek on his own behalf, and on behalf of "his heirs, executors, administrators, successors and assigns" for all claims, including "any and all matters arising out of Hallman's employment by Presstek and the cessation of said employment."
Presstek noted on a personnel change form, dated May 3, 2002, that Hallman's termination was "voluntary," and that the reason was "resignation." The proxy statement from Presstek's June 17, 2002 shareholder meeting also stated that Hallman "resigned from all positions of the Company on April 30, 2002." Presstek did not make the premium payments for 2003 or 2004. However, the policy is still in place pursuant to an automatic loan premium provision in the policy.
On May 9, 2003, the plaintiff brought a petition for a declaratory judgment that Presstek had a present and future contractual obligation to pay the annual premium payments in accordance with the Split Dollar Agreement. The plaintiff also asserted claims for breach of contract, and breach of implied duty of good faith and fair dealing. Presstek filed a counterclaim for breach of contract. By order dated July 27, 2004, the trial court concluded that Presstek had not breached the Split Dollar Agreement, and had no present or future contractual obligation to make annual premium payments on the policy. The trial court also concluded that Presstek had waived its counterclaim as it had failed to present evidence in support of it.
Presstek filed a post-trial motion to recover premium payments it made pursuant to the Split Dollar Agreement. On August 23, 2004, the trial court denied this motion and on September 22, 2004, the trial court denied Presstek's motion for reconsideration. On appeal, the plaintiff argues that the trial court erred by concluding that: (1) the Split Dollar Agreement terminated by its terms; and (2) Hallman released the Trust's rights under the Split Dollar Agreement when he signed the Separation Agreement and Release. On cross-appeal, Presstek contends that the trial court erred by denying its request to recover the premium payments it made pursuant to the Split Dollar Agreement.
We first address the plaintiff's appeal. The plaintiff first argues that the trial court erroneously concluded that the Split Dollar Agreement terminated by its terms, thus ending Presstek's present and future obligation to pay the premiums. Because the proper interpretation of a written agreement is ultimately a question of law for this court, we review the Split Dollar Agreement de novo. Appeal of State of N.H., 147 N.H. 426, 429, 790 A.2d 131 (2002). In the absence of ambiguity, the parties' intent will be determined from the plain meaning of the language used. Echo Consulting Services v. North Conway Bank, 140 N.H. 566, 569, 669 A.2d 227 (1995). The words and phrases used by the parties will be assigned their common meaning, and we will ascertain the intended purpose of the contract based upon the meaning that would be given to it by a reasonable person. See ELCA of N.H., Inc. v. McIntyre, 129 N.H. 114, 116, 523 A.2d 90 (1987). Only when the parties reasonably disagree as to its meaning will we deem the contract's language to be ambiguous. See Appeal of State of N.H., 147 N.H. at 429, 790 A.2d 131. If the contract language is ambiguous, we must determine what the parties, under an objective standard, mutually understood the ambiguous language to mean. N.A.P.P. Realty Trust v. CC Enterprises, 147 N.H. 137, 140–41, 784 A.2d 1166 (2001).
The parties disagree as to the correct interpretation of article IV, section 4.1 of the Split Dollar Agreement. Section 4.1 provided for the termination of the Split Dollar Agreement upon the occurrence of any one or more of the following events: (a) cessation of operation by Presstek; (b) bankruptcy, receivership or dissolution of Presstek; or (c) "Robert W. Hallman terminates his employment with Presstek, Inc. for any other reason but...
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