Industry to Industry v. Hillsman Modular Molding, 00-2180.

• Decision Date: 17 May 2002
• Docket Number: No. 00-2180.,00-2180.
• Parties: INDUSTRY TO INDUSTRY, INC., Plaintiff-Appellant, v. HILLSMAN MODULAR MOLDING, INC., Defendant-Respondent-Petitioner.
• Court: Wisconsin Supreme Court

252 Wis.2d 544

2002 WI 51

644 N.W.2d 236

INDUSTRY TO INDUSTRY, INC., Plaintiff-Appellant, v. HILLSMAN MODULAR MOLDING, INC., Defendant-Respondent-Petitioner.

No. 00-2180.

Supreme Court of Wisconsin.

Oral argument March 5, 2002.

Decided May 17, 2002.

For the defendant-respondent-petitioner there were briefs by David H. Hutchinson, New Berlin, and oral argument by David H. Hutchinson.

For the plaintiff-appellant there was a brief by Stephen L. Fox and Schmidt & Rupke, S.C., Brookfield, and oral argument by Stephen L. Fox.

An amicus curiae brief was filed by David J. Edquist, Thomas J. Kammerait and von Briesen, Purtell & Roper, S.C., Milwaukee, on behalf of the Wisconsin Association of Manufacturers' Agents, Inc., with oral argument by David J. Edquist.

¶ 1. N. PATRICK CROOKS, J

Hillsman Modular Molding, Inc. seeks review of a published court of appeals' decision, Industry to Industry, Inc. v. Hillsman Modular Molding, Inc., 2001 WI App 177, 247 Wis. 2d 136, 633 N.W.2d 245, reversing the circuit court's partial summary judgment order. The sole issue here involves interpretation of Wisconsin's Sales Representatives Act, Wis. Stat. § 134.93 (1999-2000).¹ Specifically, we decide whether the term "person" in the definition of "independent sales representative" in § 134.93(1)(b), includes a corporation. Based on the unambiguous language of the statute, the common and ordinary meaning of the term "person," and the relevant language of the entire statute, we agree with the court of appeals, and conclude that it does include a corporation.

I

¶ 2. The relevant facts are not in dispute. This case arises out of a contract between Industry to Industry, Inc. (hereinafter "Industry") and Hillsman Modular Molding, Inc. (hereinafter "Hillsman"). Hillsman is a Florida-based business that manufactures custom injection plastic parts. Industry is a Wisconsin corporation that operates as an independent sales representative, otherwise referred to as a manufacturer's representative. Industry has been Hillsman's Wisconsin representative since 1971. On May 6, 1999, Hillsman terminated its relationship with Industry.²

¶ 3. The termination was effective on August 6, 1999, and on that date, Industry filed suit against Hillsman in Waukesha County Circuit Court. Industry alleged that Hillsman refused to pay commissions on orders prior to August 6, 1999, and that this refusal to pay constituted a breach of contract and violated the Wisconsin Sales Representative Act, Wis. Stat. § 134.93.

¶ 4. Hillsman subsequently filed a motion for partial summary judgment, asking the court to conclude that Industry, a corporation, cannot bring a statutory claim under Wis. Stat. § 134.93(1)(b) because a corporation is not a "person" within the definition of "independent sales representative." The Honorable James R. Kieffer, circuit judge, granted Hillsman's motion. The circuit court concluded that § 134.93 was ambiguous, and therefore turned to the legislative history of the statute, particularly 1997 Senate Bill 226 and Chapter 109, to determine the meaning of "independent sales representative." The court ultimately analogized to the definition of "employee" in Chapter 109 and held that "independent sales representative" was intended to apply only to natural persons, not corporations. The court also concluded that this interpretation did not render the statute unconstitutional under the theory of equal protection.

¶ 5. Industry sought leave to appeal the circuit court's nonfinal order, and the court of appeals handled the interlocutory appeal. In a published decision, the court of appeals reversed the circuit court's order, concluding that the definition of "independent sales representative" unambiguously includes corporations. Industry, 2001 WI App 177, ¶ 13. The court primarily relied on the definition of "person" in Wis. Stat. § 990.01(26), which explicitly includes corporations. Id. at ¶ 11. The court reasoned, "the legislature must have enacted § 134.93 using the word `person' with full knowledge of the definition of `person' provided in § 990.01(26)," and that the legislature, therefore, intended for "person" in § 134.93 to included corporations. Id. at ¶ 13. Hillsman subsequently petitioned this court for review, which we granted.

II

[1-3]

¶ 6. The sole issue in this case requires interpretation of Wis. Stat. § 134.93. Statutory interpretation is a question of law that we review independently, benefiting from the decisions of the court of appeals and the circuit court. Landis v. Physicians Ins. Co., 2001 WI 86, ¶ 13, 245 Wis. 2d 1, 628 N.W.2d 893. The purpose of statutory interpretation is to determine the intent of the legislature. McEvoy v. Group Health Coop., 213 Wis. 2d 507, 528, 570 N.W.2d 397 (1997). We must determine first whether or not the statute's language clearly and unambiguously sets forth the intent of the legislature. Landis, 2001 WI 86, ¶ 14. If the statute is unambiguous and clearly sets forth the legislative intent, we do not look beyond the statutory language itself and simply apply the statute to the case at hand. Id.

[4-7]

¶ 7. In contrast, if the language of the statute is ambiguous, the court must resort to judicial construction. Id. at ¶ 15 (citing Kelley Co. v. Marquardt, 172 Wis. 2d 234, 247-48, 493 N.W.2d 68 (1992)). A statute is ambiguous if it is capable of being understood by a reasonable person in either of two senses. Reyes v. Greatway Ins. Co., 227 Wis. 2d 357, 365, 597 N.W.2d 687 (1999). A statute is not rendered ambiguous, however, merely because two parties disagree as to its meaning. Forest County v. Goode, 219 Wis. 2d 654, 663, 579 N.W.2d 715 (1998). If the statute is ambiguous, we then look to extrinsic factors, including legislative history, and the statute's scope, context and subject matter, to determine the intent of the legislature. Landis, 2001 WI 86, ¶ 15.

[8, 9]

¶ 8. We additionally recognize two other tenets of statutory interpretation. First, "it is [] well established that courts must not look at a single, isolated sentence or portion of a sentence, but at the role of the relevant language in the entire statute." Alberte v. Anew Health Care Serv., 2000 WI 7, ¶ 10, 232 Wis. 2d 587, 605 N.W.2d 515 (citing Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 51 (1987)). Second, when interpreting a statute, we must "attempt to give effect to every word of a statute, so as not to render any portion of the statute superfluous." County of Jefferson v. Renz, 231 Wis. 2d 293, 305, 603 N.W.2d 541 (1999).

¶ 9. We now look to the language of Wis. Stat. § 134.93 to determine if the statute is clear and unambiguous. Wisconsin Stat. § 134.93(1) states in relevant part:

(b) "Independent sales representative" means a person, other than an insurance agent or broker, who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission. "Independent sales representative" does not include any of the following:

1. A person who places orders or purchases products for the person's own account for resale.

2. A person who is an employee of the principal and whose wages must be paid as required under s. 109.03.

(c) "Principal" means a sole proprietorship, partnership, joint venture, corporation or other business entity, whether or not having a permanent or fixed place of business in this state, that does all of the following:. . . .

The issue here focuses on the word "person," as the parties dispute whether "person" in the definition of "independent sales representative" includes a corporation. Before addressing the parties' arguments, however, we look to Wisconsin Statutes Chapter 990, relating to construction of statutes. Specifically, we turn to § 990.01, which states in relevant part:

In the construction of Wisconsin laws the words and phrases which follow shall be construed as indicated unless such construction would produce a result inconsistent with the manifest intent of the legislature:

. . . .

(26) PERSON. "Person" includes all partnerships, associations and bodies politic or corporate.

¶ 10. Hillsman argues that Wis. Stat. § 134.93 is unambiguous, and that the stark contrast between the definitions of "principal" and "independent sales representative" shows that Industry, a corporation, is not entitled to a statutory claim or cause of action. According to Hillsman, if the legislature wanted to include corporations as "independent sales representatives," it would have done so by explicitly including corporations in the definition. Hillsman contends that the definition of person provided in § 990.01(26) adds nothing to this case, because it simply dictates the fundamental rules of statutory construction.³ ¶ 11. To support its position, Hillsman relies on J.S. DeWeese Co. v. Hughes-Treitler Mfg. Corp., 881 S.W.2d 638 (Mo. Ct. App. 1994), where the Missouri Court of Appeals faced the same issue, interpretation of the term "person" under a statute relating to sales commissions. The court held that the "stark" contrast in the statutory definitions of "principal" and "sales representative," which both included the word "person," required the court to hold that the remedy for a "sales representative" was intended only for natural persons, and not corporations. DeWeese,881 S.W.2d at 643. The statute at issue in that case included these definitions:

(2) "Principal," a person, firm, corporation, partnership or other business entity, whether or not it has a permanent or fixed place of business in this state ...

(3) "Sales Representative," a person who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission . . . .

Id. (citing Mo. Rev. Stat. § 407.911 (1986) (emphasis added)). The court reasoned that in order to follow the rules of statutory construction, and give meaning to each word in the statute, it necessarily concluded that "person" in the definition of "sales representative" does not include...