Gunn v. Farmers Insurance Exchange

2010 Ark. 434, 372 S.W.3d 346, 31 I.E.R. Cas. (BNA) 837, 2010 Ark. LEXIS 542
CourtSupreme Court of Arkansas
DecidedNovember 11, 2010
DocketNo. 09-454
StatusPublished
Cited by9 cases

This text of 2010 Ark. 434 (Gunn v. Farmers Insurance Exchange) is published on Counsel Stack Legal Research, covering Supreme Court of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gunn v. Farmers Insurance Exchange, 2010 Ark. 434, 372 S.W.3d 346, 31 I.E.R. Cas. (BNA) 837, 2010 Ark. LEXIS 542 (Ark. 2010).

Opinions

ROBERT L. BROWN, Justice.

|iAppellant Julia Carole Gunn appeals from the circuit court’s grant of summary judgment on all of her claims in favor of the appellees, Farmers Insurance Exchange, Truck Insurance Exchange, Fire Insurance Exchange, Mid-Century Insurance Company, Farmers New World Life Insurance Company, and Farmers Insurance Company (collectively known as Farmers), and Farmers Group Incorporated (FGI). We affirm.

Before becoming an insurance agent for Farmers in 1980, Gunn worked in the office of her husband, who was also a Farmers insurance agent. When she and her husband divorced, she decided she wanted to become an insurance agent. There is some disagreement in the deposition testimony about whether Gunn approached Jerry Carter, who was a Farmers | ¡.district manager, about becoming an agent or whether Carter recruited Gunn as an agent. In either event, Gunn did obtain her insurance agent’s license and began working as a Farmers agent in Greenwood in 1980.1

On March 24, 1980, Gunn entered into an agreement (Agreement I) to accept appointment as a reserve agent with Farmers. On September 16, 1980, Gunn signed a second agreement (Agreement II) with Farmers, entitled Agent Appointment Agreement. She signed a third agreement (Agreement III) on August 25, 1991, also entitled Agent Appointment Agreement. Agreements II and III contain the same termination provision, paragraph C, which states: .

C. This Agreement terminates on the death of the Agent and may be terminated by either the Agent or [Farmers] on three (8) months written notice.
If the provisions of this Agreement are breached by either the Agent or [Farmers], the Agreement may be terminated by the other party on thirty (30) days written notice. This Agreement may be terminated immediately by mutual consent or by [Farmers] for the following reasons:
1. Embezzlement of monies belonging to the Companies.
2. Switching insurance from the Companies to another carrier.
3. Abandonment of the Agency.
4. Conviction of a felony.
5. Willfull [sic] misrepresentation that is material to the operation of the Agency.

Gunn asserts that when she signed Agreement II in 1980, Carter assured her that she could be her own boss and create job security by building a profitable agency. She further claims that she expressed concern to Carter about the termination provision and that he assured her she need not worry about termination unless she committed one of the five ^enumerated breaches. Gunn asserts that she entered into Agreement II based on these assurances by Carter. Eleven years later, she signed Agreement III with the same termination provision and without requesting any additional information about the provision.

Carter was Gunn’s district manager from 1980 to 2000. During those years, Carter stated that she ran a generally profitable agency. In 2001, Mike Wolfe became district manager. Gunn maintains that Wolfe began increasing demands on the agents by imposing quotas on them, which was not permitted by Farmers. She contends that Wolfe moved all of her 500 series policies to his girlfriend, who later became his wife. Those policies were transferred back to Gunn about a year later. Sometime around January 1, 2002, Farmers made changes to its policies that resulted in dramatic increases in the premiums charged to customers. According to Gunn, these changes led to a decline in her business. She notes, however, that she earned the maximum contract bonus that year and was inducted into the Farmers Walk of Fame around that time.

In June 2003, Gunn was placed on the Farmers’ Deteriorating Agency Rehabilitation Program (DARG). She next received a letter, dated September 22, 2004, from Don Strum, a division marketing manager for Farmers, stating that Farmers was electing to terminate her contract, pursuant to paragraph C, effective December 27, 2004.

Gunn filed her complaint on November 27, 2007, in which she asserted four causes of action: Count I. Breach of contract and interference with contractual relationship or business expectancy; Count II. Misrepresentation, deceit, and outrage; Count III. ^Negligence;2 and Count IV. Breach of the Arkansas Franchise Practices Act. Farmers moved for summary judgment on all counts, and after a hearing on the motion, the circuit court issued a letter summarizing findings on each count and granting the motion on all counts. The court’s judgment was entered on March 2, 2009.

I. Standard of Review

Gunn challenges the circuit court’s grant of summary judgment on her contract claims and asserts that the termination provision in Agreements II and III are ambiguous and that she is entitled to protection under the Franchise Act. A trial court may grant summary judgment only when it is clear that there are no genuine issues of material fact to be litigated and that the party is entitled to judgment as a matter of law. Harris v. City of Fort Smith, 359 Ark. 355, 197 S.W.3d 461 (2004). Once the moving party has established a prima facie case showing entitlement to summary judgment, the opposing party must meet proof with proof and demonstrate the existence of a material issue of fact. Young v. Gastro-Intestinal Ctr. Inc., 361 Ark. 209, 205 S.W.3d 741 (2005). On appellate review, we determine if summary judgment was appropriate based on whether the evidentiary items presented by the moving party in support of its motion leave a material fact unanswered. Mitchell v. Lincoln, 366 Ark. 592, 597, 237 S.W.3d 455, 458 (2006). This court views the evidence in a light most favorable to the party against whom the motion was filed, resolving all doubts and inferences against the moving party. Id.

1JL Contract Claims

We will first address Gunn’s contract claims. Gunn asserts that Farmers breached Agreement III and wrongfully terminated her. She urges that provision C of Agreement III, the termination provision, is ambiguous as to whether termination may be made only “with cause.” Gunn’s argument on this point has no merit.

To repeat, the provision at issue reads:

C. This Agreement terminates on the death of the Agent and may be terminated by either the Agent or [Farmers] on three (3) months written notice.
If the provisions of this Agreement are breached by either the Agent or [Farmers], the Agreement may be terminated by the other party on thirty (30) days written notice. This Agreement may be terminated immediately by mutual consent or by [Farmers] for the following reasons:
1. Embezzlement of monies belonging to the Companies.
2. Switching insurance from the companies to another carrier.
3. Abandonment of the Agency.

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Bluebook (online)
2010 Ark. 434, 372 S.W.3d 346, 31 I.E.R. Cas. (BNA) 837, 2010 Ark. LEXIS 542, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gunn-v-farmers-insurance-exchange-ark-2010.