Metcalf v. Security Intern. Ins. Co.
Decision Date | 20 December 1977 |
Docket Number | No. 9382,9382 |
Citation | 261 N.W.2d 795 |
Court | North Dakota Supreme Court |
Parties | Judith METCALF, the Executrix of the Estate of Fred L. Metcalf, Deceased, Plaintiff-Appellant, v. SECURITY INTERNATIONAL INSURANCE COMPANY, a corporation, Defendant-Appellee. Civ. |
Ohnstad, Twichell, Breitling, Arntson & Hagen, West Fargo and Russell D. Maring, Ltd., Fargo, for plaintiff and appellant; argued by Leland F. Hagen, West Fargo.
Tenneson, Serkland, Lundberg & Erickson, and Ronald H. McLean, Fargo, for defendant and appellee; argued by Chester J. Serkland, Fargo.
This is an appeal by the plaintiff, Judith Metcalf, the Executrix of the Estate of Fred L. Metcalf, Deceased (hereinafter Judith) from the judgment of the Cass County District Court entered on April 18, 1977.
The decedent, Fred L. Metcalf (hereinafter Metcalf) entered into a written employment contract with the defendant, Security International Insurance Company, a corporation (hereinafter Security) on November 29, 1963. Pursuant to this contract Metcalf was employed as a "sales management agent" to "manage and supervise the sale of insurance" issued by Security.
Metcalf and Security executed a written contract on December 22, 1967, which modified the 1963 contract, and they executed another written contract on June 26, 1972, which modified the 1967 contract.
Metcalf died on June 8, 1974. Judith filed an action against Security on May 7, 1976, in the Cass County District Court requesting the court to construe the legal rights, obligations, and duties existing between Metcalf and Security pursuant to their contractual agreements, and to order Security to make all required payments according to the court's interpretation of the contracts.
A trial was held on August 16, 1976, before the court without a jury. The 1963 and 1972 contracts were introduced and admitted into evidence. The 1967 contract was attached to Security's answer but was never introduced or admitted into evidence. However, Judith and Security have stipulated on appeal, through counsel at oral argument, that the 1967 contract shall also constitute part of the appellate record. The relevant provisions of the 1963, 1967, and 1972 contracts are as follows:
1. Each EMPLOYEE shall continue to receive the 1 per cent on all premium income of the COMPANY on policies with a policy date prior to July 1, 1972.
2. On policies with a policy date on, and after July 1, 1972, 3 per cent of the premium income received by the COMPANY on all insurance and annuities sold by the three EMPLOYEES or their agents, shall be pro-rated among the three EMPLOYEES in direct proportion to the amount which the premium income produced by each EMPLOYEE, or his assigned agents, bears to the total premium income.
4. In the event of death, disability or termination of employment by the EMPLOYEE for any reason during the term of this contract, the terminated EMPLOYEE, or his estate if he is not living, shall receive the commission compensation provided for on insurance sold prior to his death, disability or termination of employment."
The trial judge issued his findings of fact, conclusions of law, and order for judgment in which he concluded that the 1972 contract modified and superseded the 1963 contract. In accordance with the trial judge's interpretation of the contracts, judgment was entered on April 18, 1977, in which judgment the court ordered, in pertinent part, as follows:
Judith now appeals from the judgment of the district court asserting that the trial judge erred in his interpretation of the contracts. Judith requests this court to construe the contracts, to reverse the judgment, and to award to Metcalf's estate the following:
1) Commissions, in accordance with the schedule provided in paragraph four of the 1963 contract, on all policies written prior to Metcalf's death, for so long as premiums are paid on those policies;
2) Commissions of 1/3 of 1 percent, for twenty years from the date of Metcalf's death, on all premium income collected by Security;
3) Compensation of 1 percent on all premium income received by Security on policies issued between January 1, 1967, and June 30, 1972, for so long as Security receives premiums on those policies;
4) A pro rata compensation share, in accordance with paragraph two of the 1972 contract, on 3 percent of the premiums received by Security, on insurance policies issued between July 1, 1972, and the date of Metcalf's death, for so long as Security receives premium income on those insurance policies; and
5) Interest on all sums due from Security and unpaid.
Security asserts that the trial court's interpretation of the written contracts involved findings of fact which cannot be set aside by this court on appeal unless they are clearly erroneous pursuant to Rule 52(a) of the North Dakota Rules of Civil Procedure. Judith asserts, on the other hand, that the district court's interpretation of the written contracts was based solely on documentary evidence and therefore this court's review is not limited by Rule 52(a), N.D.R.Civ.P. Judith contends that this court should independently examine and construe the written contracts.
The object of interpreting and construing a contract is to ascertain and give effect to the intention of the parties. Delzer Construction Co. v. New Marian Homes Corp., 117 N.W.2d 851 (N.D.1962). The construction of a written contract to determine its legal effect is always a question of law for the court to decide. Floyd v. Ring Const. Corporation, 165...
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