Pinther v. Am. Nat'l Prop. & Cas. Ins. Co.

• Docket Number: S-23-0133
• Decision Date: 08 February 2024
• Citation: 542 P.3d 1059
• Parties: Ronald PINTHER, Appellant (Plaintiff), v. AMERICAN NATIONAL PROPERTY AND CASUALTY INSURANCE COMPANY; American National Insurance Company; and Philip Maggard, Appellees (Defendants).
• Court: Wyoming Supreme Court

542 P.3d 1059

2024 WY 18

Ronald PINTHER, Appellant (Plaintiff),

v.AMERICAN NATIONAL PROPERTY AND CASUALTY INSURANCE COMPANY; American National Insurance Company; and Philip Maggard, Appellees (Defendants).

S-23-0133

Supreme Court of Wyoming.

February 8, 2024

Appeal from the District Court of Laramie County, The Honorable Steven K. Sharpe, Judge

Representing Ronald Pinther: Bernard Q. Phelan, Phelan Law Office, Cheyenne, Wyoming.Argument by Mr. Phelan.

Representing American National Property and Casualty Insurance Company and American National Insurance Company: Amanda F. Esch and Catherine M. Young, Davis & Cannon, LLP, Cheyenne, Wyoming.Argument by Ms. Young.

Representing Philip Maggard: Robert C. Jarosh and Erin E. Berry, Hirst Applegate, LLP, Cheyenne, Wyoming.Argument by Ms. Berry.

Before FOX, C.J., and KAUTZ, BOOMGAARDEN, GRAY, and FENN, JJ.

GRAY, Justice.

[¶1]Appellant, Ronald Pinther, a former insurance agent representing American National Property and Casualty Insurance Company(ANPAC) and American National Insurance Company(ANICO), filed this lawsuit against ANPAC, ANICO, and another ANPAC and ANICO agent, Philip Maggard.Against ANPAC and ANICO, Mr. Pinther asserted claims of breach of contract, breach of the covenant of good faith and fair dealing, fraudulent inducement, promissory estoppel, civil conspiracy, and age discrimination.Against Mr. Maggard, he asserted claims for tortious interference with contract and civil conspiracy.The district court granted summary judgment on all claims against ANPAC and Mr. Maggard.¹Mr. Pinther appeals, and we affirm.

ISSUES

[¶2] Mr. Pinther offers one issue for review—whether the district court erred when it granted summary judgment.We separate Mr. Pinther’s issue into five:

1.Did the district court err in granting summary judgment on Mr. Pinther’s breach of contract claim against ANPAC?

2.Did the district court err in granting summary judgment on Mr. Pinther’s claim for breach of the covenant of good faith and fair dealing against ANPAC?

3.Did the district court err in granting summary judgment on Mr. Pinther’s fraudulent inducement claim against ANPAC?

4.Did the district court err in granting summary judgment on Mr. Pinther’s tortious interference with contract claim against Mr. Maggard?

5.Did the district court err in granting summary judgment on Mr. Pinther’s civil conspiracy claims against ANPAC and Mr. Maggard?

FACTS

[¶3] ANPAC and ANICO are two members of American National—a group of companies that provide insurance products.ANPAC sells property and casualty insurance, and ANICO sells life insurance and annuities.

[¶4] In 2011, Mr. Pinther applied to be an insurance sales agent for ANPAC and ANICO in Cheyenne, Wyoming.Jim Gniady was an American National multiple line general agent, whose responsibilities included recruiting and training new sales agents in the region.During the application process, Mr. Gniady gave Mr. Pinther a recruiting brochure.The brochure summarizes various benefits available to its insurance agents, including "Retirement Compensation."In this section, the brochure states:

American National

All first-year and renewal commissions are vested and payable to you the day you start with American National, and continue as long as renewal commissions are paid, which is generally 10 years.There is no retirement age.

ANPAC®

Lifetime annuity, either single life or joint survivor based on lifetime loss ratio, length of service, and average compensation over the last 60 months.

Minimum age for eligibility is 55 with at least 5 years of service and over 750 property and casualty units in force.

Each page of the brochure states, in capital letters, "FOR RECRUITING PURPOSES ONLY."

[¶5] ANPAC and ANICO independently agreed to engage Mr. Pinther as an agent for their respective companies and each company entered into a separate agent agreement with Mr. Pinther.The ANPAC Agent Agreement (the ANPAC Agreement) specifies, "This Agreement, with the attached Schedules and Supplements, constitutes the sole agreement and supersedes all prior Agreements between you" and ANPAC.It provides that either party may terminate the agreement "without cause at any time by giving written notice to the other party at least thirty (30) days prior to the date fixed for termination."

[¶6] The ANPAC Agreement outlines "Post-Termination Procedures" and provides that qualified agents will be paid "as specified in the Post-Termination Compensation Schedule," which "is attached and incorporated."The Post-Termination Compensation Schedule contains a formula for calculating monthly post-termination payments.The parties dispute whether the Post-Termination Compensation Schedule was attached to the ANPAC Agreement when Mr. Pinther signed it.Mr. Pinther claims it was not attached and it was never separately given to him.ANPAC argues that regardless of whether the Post-Termination Compensation Schedule was attached, the dispute is not material.

[¶7] Mr. Gniady testified that from the beginning Mr. Pinther’s performance was disappointing both in terms of the number of policies he wrote and the quality of service he provided.Mr. Gniady received complaints from ANPAC’s underwriting department because Mr. Pinther submitted applications on properties that were unacceptable risks and incorrectly wrote auto policies as "pleasure use" policies, resulting in inappropriate coverage.In addition, customers complained about Mr. Pinther.As the number of customer complaints about Mr. Pinther continued to increase, Mr. Gniady started documenting those complaints.Mr. Gniady asked his assistant general agent, Mr. Maggard,² to report complaints received about any American National agents in the region, including Mr. Pinther, and Mr. Maggard complied.Eventually, Mr. Gniady made ANPAC (and ANICO) aware of his concerns with Mr. Pinther’s performance.

[¶8] ANPAC chose to terminate its agreement with Mr. Pinther.On December 12, 2018, ANPAC sent Mr. Pinther a letter notifying him that his ANPAC Agreement would be terminated, effective January 17, 2019.³After Mr. Pinther’s agency agreement was terminated, ANPAC paid post-termination compensation in accordance with its Post-Termination Compensation Schedule.

[¶9] Mr. Pinther filed this lawsuit, asserting claims against ANPAC and ANICO for breach of contract, breach of the covenant of good faith and fair dealing, fraudulent inducement, promissory estoppel, civil conspiracy, and age discrimination.He also asserted claims for tortious interference with contract and civil conspiracy against Mr. Maggard.ANPAC, ANICO, and Mr. Maggard moved for summary judgment on all claims.The district court granted the motion with respect to ANPAC and Mr. Maggard.Mr. Pinther appeals the district court’s ruling on his breach of contract, breach of the covenant of good faith and fair dealing, fraudulent inducement, and civil conspiracy claim against ANPAC and his tortious interference with contract and civil conspiracy claim against Mr. Maggard.

DISCUSSION

[1][¶10] Before turning to the issues, we address the threshold question of whether Wyoming or Missouri law applies in this matter.We conclude that Missouri law applies to the contract issues and Wyoming law applies to the tort issues.

[2][¶11] The ANPAC Agreement provides that the agreement’s "validity, construction, and performance … shall be controlled by and construed under the laws of the State of Missouri."Wyoming courts will enforce such "choice-of-law provisions and apply foreign law when doing so is not ‘contrary to the law, public policy, or the general interests of Wyoming’s citizens.’"Finley Res., Inc. v. EP Energy E&P Co., L.P., 2019 WY 65, ¶ 9, 443 P.3d 838, 842(Wyo.2019)(quotingRes. Tech. Corp. v. Fisher Sci. Co., 924 P.2d 972, 975(Wyo.1996)(applying Pennsylvania law to claims of breach of the implied covenant of good faith and fair dealing and promissory estoppel where contract stated it "shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania")).Whether Mr. Pinther’s claims are governed by the contract’s choice of law provision depends on the scope of the language, the parties’ intent, and the substance of the factual allegations.

[3][¶12] The ANPAC Agreement states that its "validity, construction, and performance … shall be controlled by and construed under the laws of the State of Missouri."(Emphasis added.)Like Wyoming, Missouri looks to the language of the choice of law provision to determine whether the parties intended extra-contractual claims to be governed by the contract.SeeFarmers Exch. Bank v. Metro Contracting Servs., Inc.,107 S.W.3d 381, 393(Mo. Ct. App.2003)(while contractual choice of law provision "would govern in the underlying contractual dispute between the parties as to the breach of the … notes, it does not extend to the postjudgment dispute here …").In a parallel analysis in Jitterswing v. Francorp, the Missouri Court held a narrow forum selection clause did not extend to a tort claim:

However, the existence of a forum selection clause in a contract that requires contractual disputes to be litigated in a specific forum, does not require tort claims between the same parties to be litigated in that forum absent precise language to that effect.Service Vending Co. v. Wal-Mart Stores, Inc.,93 S.W.3d 764, 768(Mo. App. S.D.2002).Further, a forum selection clause in a contract does not control the site for litigation of a tort claim simply because the dispute that produced the tort claim would not have arisen absent the existence of a contract.Id. at 769.

Jitterswing, Inc. v. Francorp, Inc.,311 S.W.3d 828, 830(Mo. Ct. App.2010).Later in Thieret Family v. Delta Plains Services,the court contrasted the narrow clause in Jitterswing with the broadly drafted language in Thieret to determine whether a forum selection clause governed extra-contractual claims:

In Jitterswing,we held that the

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