Scott v. Travelers' Ins. Co.

• Decision Date: 13 February 1906
• Citation: 63 A. 377,103 Md. 69
• Parties: SCOTT v. TRAVELERS' INS. CO. OF HARTFORD, CONN.
• Court: Maryland Court of Appeals

63 A. 377

103 Md. 69

SCOTT v. TRAVELERS' INS. CO. OF HARTFORD, CONN.

Court of Appeals of Maryland

February 13, 1906

Appeal from Circuit Court No. 2 of Baltimore City; J. Upshur Dennis Judge.

Suit by George Morton Scott against the Travelers' Insurance Company of Hartford, Conn. From a decree in favor of defendant, complainant appeals. Affirmed.

Argued before McSHERRY, C.J., and BRISCOE, BOYD, PAGE, SCHMUCKER PEARCE, JONES, and BURKE, JJ.

Robert Biggs, for appellant.

George Weems Williams and William L. Marbury, for appellee.

JONES J.

The appellee in this case is a corporation organized for and conducting a life, accident and liability insurance business. In 1898 the appellant entered its employment as solicitor or agent, and on the 10th of January, 1899, he and one W. Stran McCurley, with whom he had formed a partnership, became the agents for the company for the state of Maryland under a sealed contract executed by the company and the appellant and his partner. This contract set forth the powers and duties of the agents, and provided that these should commence on the day of the date of the contract and "continue until terminated by not less than thirty (30) days' notice of either party to the other." It provided for compensation to the agents in these words: "The company agrees to pay commissions, or other compensation, the amount of which may be increased or diminished from time to time, as the parties may agree, on business transacted by and through the agents a full compensation for all services, and full reimbursement for all expenditures as follows." Then is prescribed a schedule of commissions to be allowed the agents in the different departments of the business and classes of policies, after which is this clause: "Commissions on renewals shall be payable only on those actually collected and accounted for by the agents under this agreement, and termination hereof for any cause shall terminate all interest of the agents in renewal premiums and commissions thereon." On June 20, 1902, the appellant and McCurley resigned the state agency under the contract which has just been referred to; and on the 1st of July, 1902, an agreement was executed between the appellee and the appellant by which the appellant was appointed "special agent life department *** in the city of Baltimore and vicinity," in which the appellant agreed, "in consideration of the foregoing appointment, and of other valuable considerations hereinafter named, to act as special agent life department as aforesaid, and to faithfully and thoroughly canvass the territory assigned him for the purposes aforesaid, so long as he shall continue to act as such special agent life department, devoting his entire time and energies to the interest of said business exclusively during the continuance of this agreement, and shall not directly or indirectly place insurance elsewhere without the consent of the party of the first part." For the services thus to be rendered by the appellant compensation was provided for as follows: The appellee was to pay him "commissions upon all premiums collected and accounted for by him, *** which may be changed from time to time as parties may agree, and which party of the second part agrees to accept as full compensation for all services or expenses incurred during his employment as such special agent life department." In connection with this clause there is set out a schedule of commissions to be allowed on the different classes of policies of insurance, which is followed by this provision "Said company agrees to pay said Scott [appellant] renewal commissions of 5 per cent. on premiums on life and endowment policies subject to ten or more annual premiums written hereunder and duly reported and paid to the company in cash, application for which are secured by the said Scott, and on which no renewal commission will be due to any other agent or employé of the company." Following this are provisions requiring an accounting and statements from the appellant to the company in reference to business transacted by him under the contract, and one that he is not "to receive any moneys due or to become due to said company, excepting on policies and renewal receipts, signed by an officer of the company sent to said special agent life department for collection." It is then provided that the appellant is "to keep deposited" with the appellee "a bond of indemnity in the sum of $2,000, with good and sufficient security satisfactory" to the appellee, "for the faithful performance of all obligations under this agreement." Then are provisions for keeping books and accounts and for transmitting moneys by the appellant, a failure to do which or "to comply with any of the terms and conditions of the contract" by the appellant "shall work a forfeiture of this agreement and of all rights" of the appellant thereunder, "including the right to collect any premiums then or thereafter payable or to receive commissions thereon." The contract concludes with the following clauses: "It is understood and agreed that if said party of the second part [appellant] has at any time held any relation to the said company [appellee] as agent or subagent, or broker, or otherwise, the acceptance of this appointment will be understood to be independent thereof, and an abrogation and annulment of such relation in every respect, and of all agreements of prior date, and said party of the second part shall act as special agent life department for said party of the first part solely, under this appointment ***. This agreement may be terminated at any time by 30 days' written notice by either party to the other. Said Company agrees to pay said Scott [appellant] a renewal commission of 5 per cent. on premiums on life and endowment policies subject to ten or more annual premiums personally secured by him prior to date hereof as a member of the firm of Scott & McCurley, on which no commissions are due to any one else." On the 1st of October, 1902, the appellant tendered in writing his resignation of the agency created by the foregoing contract, to take effect in 30 days from October 3, 1902, and at the expiration of the designated time went out of the service of the appellee company. After the expiration of about a year from the date of the resignation he made demand upon the appellee for payment to him of commissions, at 5 per cent. on premiums on life and endowment policies secured by him prior to the date of the contract of July 1, 1902, as a member of the firm of Scott & McCurley, and of which there had been renewals since the severance of his relations to the appellee under said contract. This having been refused, he filed in the court below his bill of complaint, in which he prayed for a discovery by the appellee of all premiums on policies so secured by him and which had been renewed since the termination of his agency under the contract in question, and on which no commissions were due to any one else; that the present value of commissions on such premiums may be computed and ascertained, and that the appellee may be decreed to pay the present cash value of such commissions so computed at the rate of 5 per cent. The court below refused the relief prayed and by its decree dismissed appellant's bill.

The theory upon which the appellant's bill of complaint is based is that by a proper construction of the concluding clause of the contract of the 1st of July, 1902, he is entitled to continue to receive commissions upon premiums therein designated, notwithstanding the termination of the said contract in other respects, by virtue of his resignation of the agency thereby created. On the...