Hamilton Ins. Serv., Inc. v. Nationwide Ins. Cos.
| Decision Date | 01 September 1999 |
| Docket Number | No. 98-405.,98-405. |
| Citation | 86 Ohio St.3d 270,714 NE 2d 898 |
| Parties | HAMILTON INSURANCE SERVICES, INC. ET AL., APPELLEES, v. NATIONWIDE INSURANCE COMPANIES, APPELLANT. |
| Court | Ohio Supreme Court |
Inscore, Rinehardt, Whitney & Enderle and Larry L. Inscore, for appellees.
Arter & Hadden, L.L.P., and Irene C. Keyse-Walker; Lutz & Oxley and Fred M. Oxley, for appellant.
Kerger & Kerger, Richard M. Kerger and Jessica C. Kerger, urging affirmance for amicus curiae, Nationwide Insurance Independent Contractors Association.
Spater, Gittes, Schulte & Kolman, Frederick M. Gittes and Kathaleen B. Schulte, urging affirmance for amici curiae, Ohio Employment Lawyers Association, Ohio Academy of Trial Lawyers, Ohio Chapter of the National Association of State Farm Agents, and Cincinnati Employment Lawyers Association. Crabbe, Brown, Jones, Potts & Schmidt, Larry H. James and Amy Fulmer Stevenson, urging reversal for amici curiae, Ohio Chamber of Commerce and the Ohio Association of Civil Trial Attorneys.
Submitted April 21, 1999 at the Hardin County and Ohio Northern University Law School Session.
The principal issue in this case is whether the Corporate Agency Agreement, which governed the relationship between Nationwide and Hamilton at the time of Nationwide's termination of the relationship, was clear and unambiguous, thus allowing Nationwide to terminate the agreement with or without cause. The trial court and the court of appeals determined that the contract was ambiguous and, therefore, allowed Hamilton to present additional evidence to support his contention that the Corporate Agency Agreement was terminable only for just cause. For the reasons that follow, the judgment of the court of appeals is reversed.
In construing the terms of any contract, the principal objective is to determine the intention of the parties. Aultman Hosp. Assn. v. Community Mut. Ins. Co. (1989), 46 Ohio St.3d 51, 53, 544 N.E.2d 920, 923. Generally, contracts should be construed in a manner to give effect to the intentions of the parties. Id., citing Employers' Liab. Assur. Corp. v. Roehm (1919), 99 Ohio St. 343, 124 N.E. 223, syllabus; Skivolocki v. E. Ohio Gas Co. (1974), 38 Ohio St.2d 244, 67 O.O 2d 321, 313 N.E.2d 374, paragraph one of the syllabus. We apply these basic principles to determine the intent of the parties in order to establish the terms of the Corporate Agency Agreement.
When the terms included in an existing contract are clear and unambiguous, we cannot create a new contract by finding an intent not expressed in the clear and unambiguous language of the written contract. Alexander v. Buckeye Pipe Line Co. (1978), 53 Ohio St.2d 241, 246, 7 O.O.3d 403, 406, 374 N.E.2d 146, 150. Here, paragraph nine of the Corporate Agency Agreement clearly provides that "the Agency or Nationwide have the right to cancel this Agreement at any time with or without cause." This section further provides that "the Agency shall have access to the Agents Administrative Review Board, and its procedures, as may exist from time to time."
Hamilton argues that the Corporate Agency Agreement was not clear and unambiguous. We do not agree. The contract clearly states that either party may cancel the agreement "with or without cause." The agreement does provide that the Agent shall have access to the Agent's Administrative Review Board. In addition, assuming the admissibility of the employee handbook, the "Contractual Stability" section in that handbook enumerates several reasons for which the Agent's Agreement may be cancelled. These reasons include breach of contract, criminal acts, dishonesty, and fraud, and "[a]ctions clearly contrary to the best interests of customers and the Company." While the handbook outlines several reasons for terminating the Agent's Agreement for just cause, and the handbook, as well as the Corporate Agency Agreement itself, refers to an administrative board that may review the performance of agents, these provisions are not inconsistent with the provision in the Corporate Agency Agreement allowing either party to terminate the contract without cause. Instead, we find that the Contractual Stability section of the employee handbook and the reference to an Agent's Administrative Review Board in both the Corporate Agency Agreement and the employee handbook merely detail several reasons for which the agreement may be terminated. However, this does not imply that either party may not terminate the agreement at any time with or without cause.
Hamilton's assertion that the ...
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