Integon Life Insurance v. Vandegrift

669 S.W.2d 492, 11 Ark. App. 270, 1984 Ark. App. LEXIS 1548
CourtCourt of Appeals of Arkansas
DecidedMay 23, 1984
DocketCA 83-281
StatusPublished
Cited by6 cases

This text of 669 S.W.2d 492 (Integon Life Insurance v. Vandegrift) is published on Counsel Stack Legal Research, covering Court of Appeals of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Integon Life Insurance v. Vandegrift, 669 S.W.2d 492, 11 Ark. App. 270, 1984 Ark. App. LEXIS 1548 (Ark. Ct. App. 1984).

Opinion

Tom Glaze, Judge.

This appeal results from a declaratory judgment action brought in chancery court by appellee George M. Vandegrift pursuant to Ark. Stat. Ann. §§ 34-2501 to -2512 (Repl. 1962). The appellant, Integon Life Insurance Corporation (Integon), alleges on appeal that the chancellor erred in ruling that the employment agreement between appellant and appellee was neither terminable at will nor terminable upon ten days’ notice.

The facts are virtually undisputed. In September of 1981, Vandegrift became employed as regional director for Integon in Arkansas and Oklahoma. David Pollock, agency director for Integon at that time, wrote Vandegrift a letter dated September 8, 1981, to “detail the agreements” the parties had reached verbally the week before. The letter included details of Vandegrift’s salary, his territory and other matters related to his employment. The letter referred to a “regional director’s contract” and an “enclos[ed] . . . complete set of contract papers.” In late September Vandegrift attended an orientation program at Integon’s home office in Winston-Salem, North Carolina. While in Winston-Salem, Vandegrift signed a “Regional Director Contract” dated September BO, 1981. These two documents — the September 8 letter and the September 30 contract — created the dispute that led to the declaratory judgment action. Vandegrift claims that he was guaranteed a minimum of three years’ employment and points to language in the letter to support his assertion. Integon, on the other hand, claims that a termination provision contained in the Regional Director Contract applies to all of its employment contracts, including the one with Vandegrift. That provision reflects that either party may terminate the employment agreement with ten days’ notice to the other party.

In October, 1982, Vandegrift attended a meeting in Winston-Salem at which Integon’s new president announced an increase in income requirements for all regions. He also said that Integon intended to consolidate some of its smaller regions into larger ones. In January of 1983, Vandegrift attended another regional meeting, and his new agency director indicated that changes in the Arkansas-Oklahoma region might be forthcoming. About a week later, the agency director informed Vandegrift that the Arkansas-Oklahoma region was being combined with a portion of Tennessee. He asked Vandegrift to sign a new marketing general agent’s agreement (not a regional director’s contract) by the next morning or relinquish all rights to profit from sales made by agents he had recruited.

Vandegrift did not sign the new agreement. Instead, he filed a declaratory judgment action in February, 1983, asking the court to determine the parties’ rights and obligations with regard to Vandegrift’s employment agreement or agreements. He specifically requested the court to resolve the dispute over (1) the contractual validity of the terms and conditions of the letter dated September 8, 1981, and (2) the contractual validity of the ten-day termination clause in the contract dated September 30, 1981.

At trial, the court heard testimony from both Vandegrift and Dave Pollock, a regional director and formerly the agency director who had recruited Vandegrift for Integon. Both men testified about the circumstances surrounding Vandegrift’s association with Integon and about the two disputed documents. The trial court found, in part:

1. The provisions contained in the letter of September 8, 1981 . . . and the subsequent performance of both parties, causes this letter to become an enforceable contract between the parties for a term of three years from on or about September 8, 1981, at the rates and other terms identified in the letter, for the regional area of Arkansas and Oklahoma.
2. The bilaterally executed agreement of September 30, 1981, is integrated into the contract of September 8, 1981, except in two areas that appear inconsistent with the terms and conditions of the September 8, 1981, letter, to-wit:
(A) Section II. Territory and Part 6 Territory.
(B) Section IX. Termination
These sections appear to deprive Plaintiff [Vandegrift] of substantive contractual rights contained in the contract letter of September 8,1981, without extending to Plaintiff any new consideration; were not explained to the Plaintiff in such a fashion as to make him aware of the proposed diminution of contractual rights and the two sections aforementioned are irreconcilable with other sections of the contracts calling for payment over a three-year period and setting premium goals in anticipation of volume in the Arkansas-Oklahoma geographic area.
3. The Court is without jurisdiction to enjoin either party from terminating a personal service contract, but if such termination occurs, the Court retains jurisdiction in the event either party chooses to present a proper petition for damages that may result from such termination.

The appellant’s only point for reversal is that the chancellor erred in finding the employment agreement between Vandegrift and Integon neither terminable at will nor terminable upon ten days’ notice. Appellant argues that because neither the letter nor the contract set out a specific term of employment, the agreement was terminable at the will of either party, in accordance with the common law rule. See Griffin v. Erickson, 277 Ark. 433, 642 S.W.2d 308 (1982); M.B.M. Co. v. Counce, 268 Ark. 269, 596 S.W.2d 681 (1980). In the case at bar, however, the chancellor found that a specific term of employment was agreed upon. If that finding was correct, then the common law rule upon which the appellant relies would not apply. On appeal, we review the record de novo and affirm unless the chancellor’s findings of fact are clearly erroneous or clearly against the preponderance of the evidence. Ark. R. Civ. P. 52(a). Here, we must determine whether the chancellor clearly erred in finding that a three-year term was provided by the parties’ agreement.

The chancellor found that the letter of September 8 and the contract of September 30 must be construed together in order to ascertain the parties’ intended agreement. The chancellor found that two sections in the September 30 contract, one pertaining to “territory” and one to “termination” were irreconcilable with provisions in the letter of September 8 covering the same subject matter. We believe that the law in Arkansas, as applied to the facts of this case, supports the chancellor’s decision.

The September 8 letter was from Pollock to Vandegrift and was a follow-up to a meeting between them. The letter specifically outlined Vandegrift’s territory, the production requirements for that territory for each of three years and Vandegrift’s salary. The letter provided, in part, as follows:

Your territory will comprise the states of Arkansas and Oklahoma and will be detailed as part of your regional director’s contract. . . .

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Bluebook (online)
669 S.W.2d 492, 11 Ark. App. 270, 1984 Ark. App. LEXIS 1548, Counsel Stack Legal Research, https://law.counselstack.com/opinion/integon-life-insurance-v-vandegrift-arkctapp-1984.