Goldring v. Franklin Equity Leasing Co.

195 S.W.3d 453, 2006 Mo. App. LEXIS 978, 2006 WL 1788448
CourtMissouri Court of Appeals
DecidedJune 30, 2006
DocketED 87004
StatusPublished
Cited by9 cases

This text of 195 S.W.3d 453 (Goldring v. Franklin Equity Leasing Co.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Goldring v. Franklin Equity Leasing Co., 195 S.W.3d 453, 2006 Mo. App. LEXIS 978, 2006 WL 1788448 (Mo. Ct. App. 2006).

Opinion

BOOKER T. SHAW, J.

Franklin Equity Leasing Co. (“Employer”) appeals from the trial court’s grant of summary judgment in favor of Louis N. Goldring (“Employee”) and Frank Sus-man, Trustee of the Goldring Family Irrevocable Trust dated November 24, 1998 (“Trust”), on their claim for declaratory judgment. We affirm.

Facts and Procedural History

On September 1, 1992, Employee and Employer simultaneously entered into a “Split Dollar Agreement” (the “Agreement”) and “Assignment of Life Insurance Policies as Collateral” (the “Assignment”). At the time these contracts were entered into, Employee was employed by Employer. The Agreement provided that Employer would pay the annual premiums of two insurance policies insuring the life of Employee. In return, pursuant to the Agreement, Employer obtained “the unqualified right to receive a portion of [the policies’] death benefit[s] equal to the total amount of the premiums paid [by Employer].” The Agreement also provided that Employee “shall have the right to absolutely and irrevocably give to a donee all of his right, title and interest in and to the [p]olic[ies], subject to the collateral assignment of the [p]olic[ies] to [Employer].... ” Employee exercised this right in October 2001, when he changed the owner and beneficiary of the policies to the Trust. *455 The Assignment served as the collateral for the loans made under the Agreement. It provided Employer with “[t]he right to collect from the Insurer[s], to the sole extent of its interests in the [pjolicy, the net proceeds of the [pjolicy when it becomes a claim by death or maturity.” It also provided that the Assignment “[couldj not be terminated, altered, or amended by [Employee], without [the] express written consent of [Employer].”

On November 10, 1997, Employee and Employer entered into a “Private and Confidential Separation Agreement and General Release” (the “Release”), terminating Employee’s employment with Employer on October 31, 1997. In the Release, Employee released Employer from any obligation to provide “employment benefits.” Shortly thereafter, a dispute arose between Employee and Employer as to whether Employer was obligated under the Agreement to continue paying the life insurance premiums. Ultimately, Employer ceased making these payments.

On June 23, 2004, Employee and the Trust filed a two-count petition in the trial court against Employer seeking damages for breach of contract and a declaratory judgment regarding the Agreement, the Assignment and the Release. Employer answered and asserted as an affirmative defense that the Release barred any recovery under the Agreement. Employee and the Trust then filed an amended petition, which added a third count seeking alternative relief for declaratory judgment based on the argument that the Release discharged and terminated all duties, obligations, rights and benefits among the parties under the Agreement and the Assignment. Subsequently, Employee and the Trust filed their motion for summary judgment, arguing that the Release terminated all the duties, obligations, rights and benefits between the parties. The trial court granted summary judgment in favor of Employee and the Trust on Count III of their amended petition. 1 Employer appealed.

Analysis

On appeal, Employer argues the trial court erred in granting summary judgment in favor of Employee and the Trust because: (1) the Release did not terminate Employer’s right to obtain reimbursement from the insurance proceeds as the Release did not contain Employer’s express written consent for such a termination; (2) the Release is irrelevant to Employer’s right to reimbursement under the Assignment for insurance premiums it paid because no claims were possible against Employee under the Assignment, and Employee’s insurers were not released from their obligations to reimburse Employer; and (3) Employee has no standing to pursue this action because he transferred all of his interests in the relevant contracts to the Trust and because the Trust could not have obtained any protectable interest in the litigation. We affirm.

We will address Employer’s point regarding standing first because it raises the issue of our jurisdiction. Our review *456 of whether Employee and the Trust have standing to pursue this litigation is de novo. Home Builders Assn. of Greater St. Louis, Inc. v. City of Wildwood, 32 S.W.3d 612, 614 (Mo.App. E.D.2000). We determine standing as a matter of law on the basis of undisputed facts. Id.

“Reduced to its essence, standing roughly means that the parties seeking relief must have some personal interest at stake in the dispute, even if that interest is attenuated, slight or remote.” Ste. Genevieve School District R-II v. Board of Aldermen of City of Ste. Genevieve, 66 S.W.3d 6, 10 (Mo. banc 2002). A party to a contract or a third-party beneficiary has standing to enforce an agreement. General Motors Acceptance Corp. v. Windsor Group, Inc., 2 S.W.3d 836, 839 (Mo.App. E.D.1999). A third-party beneficiary is “one who is not privy to a contract or its consideration but who may nonetheless maintain a cause of action for breach of the contract.” Andes v. Albano, 853 S.W.2d 936, 942 (Mo. banc 1993) (internal citation omitted). In the context of a general release, the Missouri Supreme Court has held that those persons for “whose benefit the agreement was made ... would have standing to enforce the release and to raise the defense of release to the present action.” Id.

Here, Employee, as a party and signatory to the Agreement, Assignment and Release, certainly has an interest in the execution and interpretation of agreements entered into by him. See General Motors, 2 S.W.3d at 839. Also, the Trust, as the beneficiary of the insurance policies that are the subject of the agreements, has an interest in the execution and interpretation of these agreements. See id. at 839-40. Finally, the Trust is a third-party beneficiary of both the Agreement and the Release. See Andes, 853 S.W.2d at 942. Therefore, these parties have standing to bring this litigation and Employer’s point III is denied.

In Employer’s remaining two points on appeal, it argues the trial court erred in granting summary judgment because the Release is irrelevant to Employer’s right to reimbursement under the Assignment, Employee’s insurers were not released from their obligations under the Assignment, and the Release did not terminate Employer’s right to obtain reimbursement from the insurance proceeds as the Release did not contain Employer’s express written consent for termination. Because we find the broad language of the Release extinguished all of the parties’ rights and obligations under the Agreement and the Assignment, Employer’s arguments fail.

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Bluebook (online)
195 S.W.3d 453, 2006 Mo. App. LEXIS 978, 2006 WL 1788448, Counsel Stack Legal Research, https://law.counselstack.com/opinion/goldring-v-franklin-equity-leasing-co-moctapp-2006.