Britt/Paulk Insurance Agency, Inc. v. Vandroff Insurance Agency, Inc.

952 F. Supp. 1575, 1996 U.S. Dist. LEXIS 20884, 1996 WL 785990
CourtDistrict Court, N.D. Georgia
DecidedDecember 3, 1996
Docket3:95-cv-00062
StatusPublished
Cited by18 cases

This text of 952 F. Supp. 1575 (Britt/Paulk Insurance Agency, Inc. v. Vandroff Insurance Agency, Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Britt/Paulk Insurance Agency, Inc. v. Vandroff Insurance Agency, Inc., 952 F. Supp. 1575, 1996 U.S. Dist. LEXIS 20884, 1996 WL 785990 (N.D. Ga. 1996).

Opinion

ORDER

VINING, Senior District Judge.

The plaintiff filed the instant action, seeking to recover damages from the defendants due to their alleged breach of contract and tortious interference with contractual and business relations. This matter is currently before the court on defendant Vandroff Insurance Agency, Inc.’s motion for partial summary judgment [40-1] and defendant Northbrook Property and Casualty Insurance Company’s motion for summary judgment [43-1], For the reasons set forth below, this court DENIES VandrofPs motion and GRANTS IN PART and DENIES IN PART Northbrook’s motion.

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

In 1987 Northbrook Property and Casualty Insurance Company (“Northbrook”), an insurance carrier, entered into an agency agreement with Vandroff Insurance Agency, Inc. (“Vandroff’), an insurance agency located in Jacksonville, Florida, in which Vandroff agreed to sell numerous types of insurance on Northbrook’s behalf. In 1990 Vandroff and Northbrook entered into an arrangement whereby Vandroff agreed to serve as an agent for Northbrook on an inland marine insurance program. Inland marine insurance is a type of property and casualty insurance that insures against damage to a particular class of property, such as construction equipment, data processing equipment, fine arts, motor truck cargo, etc. In June 1991, Vandroff commenced negotiations with Britt/ Paulk Insurance Agency, Inc. (“Britt/Paulk”), an insurance agency located in Carrollton, Georgia, concerning the possibility of Britt/ Paulk’s assisting Vandroff in the marketing of the inland marine insurance program. Under the terms of the proposal, Vandroff would provide the market, i.e., the insurance carrier, and Britt/Paulk would provide the customer base. The parties desired to capitalize on Vandroffs contacts with insurance carriers and on Britt/Paulk’s contacts in the equipment dealers industry to sell inland marine insurance for logging equipment, agricultural equipment, and other large pieces of commercial equipment (“the equipment dealers program”). Britt/Paulk was to offer the equipment dealers program to a network of retail insurance agencies, also referred to as “sub-producers,” through whom Britt/Paulk sold a variety of other insurance products.

On or about June 27,1991, representatives from Vandroff, Britt/Paulk, and Northbrook met in Jacksonville, Florida, to discuss the proposed equipment dealers program. Britt/ Paulk and Vandroff subsequently executed a letter agreement. Pursuant to the terms of the June 27, 1991, letter agreement, Britt/ Paulk was obligated to market the equipment dealers program. Further, the letter agreement stipulated that Northbrook would provide monthly detailed loss information. No Northbrook representative, however, signed the June 27 letter agreement.

In case Britt/Paulk’s participation in the program were discontinued, the letter agreement provided:

In the .event of discontinuing the business relationship, as long as. the Program continues with Northbrook,■ of business generated by Britt/Paulk, [Vandroff] will continue to pay 10% of the commission for as long as business continues in force including any new business generated by Sub-Producers.

See Plaintiffs Exhibit 1, para. (H).

On or around July 1,1991, Northbrook and Vandroff executed an addendum to their 1987 agency agreement to permit Vandroff to sell inland marine insurance under the equip *1578 ment dealers program. The addendum’s provisions specified Vandroffs premium and provided that Vandroff was Northbrook’s exclusive agent to sell certain types of inland marine insurance in designated states. The June 27, 1991, letter agreement was later modified by Britl/Paulk and Vandroff in a letter dated May 14, 1992. Under the provisions of the modified agreement, Vandroff agreed to increase Britt/Paulk’s commission to fourteen percent.

The equipment dealers program continued for approximately three years. Britt/Paulk and its sub-producers performed the marketing, Vandroff performed the administration, and Northbrook provided the coverage. On or about June 28, 1994, Northbrook placed a “moratorium” on the equipment dealers program due to its unprofitability. When the program was placed on a moratorium in June 1994, Britt/Paulk’s marketing efforts with respect to the program ceased. In July 1994, Vandroff gave Britt/Paulk official notice of the program’s termination. In late September 1994, however, Vandroff and Northbrook agreed to reinstitute the inland marine insur- • anee program on a modified basis, whereby Vandroff would receive a significantly reduced commission and Britt/Paulk would no longer be involved.

On October 3, 1994, Vandroff representatives met with Britt/Paulk’s officials concerning the new agreement which had reached between Vandroff and Northbrook. In attendance at the meeting were Britt/Paulk representatives, Douglas Britt and John Paulk, and Vandroff officials, David Vandroff and Charles Ward. At the meeting, Vandroff contends that it informed Britt/Paulk that Vandroff and Northbrook had decided to revive the equipment dealers program on a modified basis and that Britt/Paulk would no longer be involved. In addition, Vandroff asserts that its representatives and Britt/ Paulk’s representatives agreed at the meeting to terminate the agreement of June 27, 1991, as amended on May 14, 1992, and substitute a new business arrangement. Under the terms of this purported new oral agreement, Vandroff assumed virtually all of the management aspects of the equipment dealers program. Britt/Paulk, however, was allegedly supposed to receive a commission of six percent for policies in effect on October 31, 1994. Pursuant to the terms of this alleged oral agreement, Vandroff contends that the parties agreed that neither Vandroff nor Northbrook was required to provide Britt/Paulk with any loss information.

On the other hand, Britt/Paulk asserts that it informed Vandroff that it would favorably consider terminating the June 27, 1991, contract, as amended, if Vandroff, inter alia, promptly furnished it with loss information from the equipment dealers program so that it could quickly solicit a new insurance carrier for its own inland marine insurance program.

In November 1994, Britt/Paulk began requesting from Vandroff loss information from the equipment dealer program. Vandroff refused to provide this information to Britt/ Paulk, as it claimed that it was under no obligation to do so. Vandroff argues that the June 27, 1991, letter agreement between the parties was extinguished by a new, oral agreement entered into by the parties at the October 3 meeting, in which there was no provision that Britl/Paulk be furnished with loss information. Britt/Paulk demanded this loss information on several more occasions, but Vandroff continued to decline to supply such information. It is undisputed that Britt/Paulk received loss information on at least an intermittent basis during its participation in the program. After Britt/Paulk had assembled its own loss information from the equipment dealers program, obtained a new insurance carrier, and reentered the market, Vandroff allegedly notified Britt/ Paulk that the program loss information which it had previously withheld would be furnished.

On July 21, 1995, Britt/Paulk filed suit against the defendants.

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Bluebook (online)
952 F. Supp. 1575, 1996 U.S. Dist. LEXIS 20884, 1996 WL 785990, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brittpaulk-insurance-agency-inc-v-vandroff-insurance-agency-inc-gand-1996.