Metz v. Allstate Insurance

888 A.2d 943, 164 Md. App. 386, 23 I.E.R. Cas. (BNA) 990, 2005 Md. App. LEXIS 239
CourtCourt of Special Appeals of Maryland
DecidedSeptember 20, 2005
DocketNo. 373
StatusPublished
Cited by2 cases

This text of 888 A.2d 943 (Metz v. Allstate Insurance) is published on Counsel Stack Legal Research, covering Court of Special Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Metz v. Allstate Insurance, 888 A.2d 943, 164 Md. App. 386, 23 I.E.R. Cas. (BNA) 990, 2005 Md. App. LEXIS 239 (Md. Ct. App. 2005).

Opinion

KRAUSER, Judge.

In this dispute between an insurance company and one of its former agents, we are asked to decide who owns the agent’s book of business or “expirations” for purposes of § 27-503 of the Insurance Article. Enacted primarily to prevent insurance purchasers from losing their coverage when their agent and their company parted ways, this legislation transfers, when that occurs, ownership of the information contained in the agent’s book of business to the insurer and then requires the insurer to renew all policies produced by the agent. To off-set the agent’s loss of his “expirations,” it further requires the insurer, under § 27-503(b)(2), to provide the agent -with 90 days’ notice of termination and then, under § 27-503(b)(3), to renew the agent’s policies, through him or her, for at least two years or until the policies are placed elsewhere. Because the purpose of subsection (2) of § 27-503(b) is to provide the agent with adequate notice of termination and that of subsection (3) is to ensure policy renewal, they are known respectively as the “notice rule” and the “renewal rule.”

These rules do not apply, however, when the insurance producer is a “captive agent,” that is, an agent who works exclusively for a company or group of companies, whose termination will not interfere with the renewal of any of the policies of his customers, and whose book of business is owned by that entity. As there is no dispute that appellant David B. Metz worked exclusively for appellee Allstate Insurance Company and that the termination of his agreement did not imperil his customers’ policies with Allstate, the only issue before us is whether he or Allstate owned his book of business. If he did, [389]*389then he was entitled to the protections afforded by the notice and renewal rules; if he did not, then he fell within the “captive agent” exception to the applicability of those two prophylactic provisions.

Determining who owned Metz’s expirations is no mean task. Under his contract with Allstate, Metz was professionally neither fish nor fowl, that is to say, neither “captive” nor “independent” agent, but a combination of both. He was one of Allstate’s “exclusive independent agents,” a company designation which conveys the paradoxical nature of his position. As a “exclusive independent agent,” he was both an independent contractor and an exclusive agent, traditionally incompatible positions. He did not “own” his book of business, according to Allstate; yet he had an undefined “economic interest” in it, which he could sell to a buyer approved by Allstate or pledge as collateral for a loan. Indeed, given the novelty and complexity of the parties’ business arrangement, it is understandable that the Insurance Commissioner and the circuit court came to different conclusions as to who owned Metz’s expirations for purposes of §§ 27 — 503(b)(2) and (3).

The Insurance Commissioner accepted Metz’s claim that he owned his expirations; the Circuit Court for Baltimore City did not. Reversing the Commissioner’s decision, the circuit court declared that, under the parties’ agreement, the expirations clearly belonged to Allstate and that Metz was therefore not entitled to the statutory benefits he claimed. That ruling was erroneous, claims Metz and the Insurance Commissioner, both of whom are appellants in this matter. Together, they request that we reverse it and remand this case to the circuit court with instructions that it affirm the Commissioner’s decision. Individually, Metz requests that further proceedings be held to determine the appropriate amount of damages due him, as a result of Allstate’s purported violation of the notice and renewal rules. We decline to grant either request.

BACKGROUND

Metz’s relationship with Allstate began many years before he became one of Allstate’s “exclusive independent agents.” [390]*390In May 1986, Metz joined Allstate, signing an “Agent Employment Agreement.” Under that agreement, Metz became a “full-time employee” of Allstate and received a monthly minimum salary and “employment benefits.” That agreement also provided, among other things, that Allstate would designate a “sales location” for Metz, determine “all matters relating to its business and [its] operation,” and “own all business produced under the terms of the Agreement.” It declared that, as an employee, Metz had “no vested interest” in any of the business he might develop on behalf of Allstate.

Almost a decade and half later, to remain competitive, Allstate chose to end its practice of using employees as agents and rely, instead, as its competitors were purportedly doing, on independent agents.1 For that purpose, it developed an agreement it called the “Allstate R3001S Exclusive Agency Agreement” (“R3001 Agreement”). In July of 2000, Metz signed a copy of that agreement, which incorporated by reference the “Supplement for the R3001 Agreement,” Allstate’s “Exclusive Agency Independent Contractor Manual,” and the “Allstate Agency Standards.”

The R3001 Agreement stated, among things, that Metz was now an “independent contractor for all purposes and not an employee,” that his “sole compensation” would be commissions, that he would be responsible for running his own agency, including hiring and firing his own employees, setting their salaries, and so on. It also stated that he would have an “economic interest” in his “Allstate customer accounts,” which he could pledge as collateral for a loan or sell to an Allstate-approved buyer upon the termination of his relationship with Allstate.

As to who owned the business generated by his agency, the agreement was emphatic, declaring at least three times in nine [391]*391pages, that Allstate owned all of the business produced byMetz for Allstate. And that fact was reiterated in the Allstate manual that accompanied the agreement. The first paragraph of the R3001S Agreement stated that “[t]he Company will own all business produced under the terms of th[e] Agreement”; later, it provided all confidential information including “the names, addresses, and ages of policyholders of the Company; types of policies; amounts of insurance; premium amounts; the description and location of insured property; [and] the expiration or renewal dates of policies ...” are “wholly owned by the Company.” And, still later, it stated that “[a]ny confidential information ... recorded on paper, electronic data file, or any other medium, whether provided by the Company or by [the agent], is the exclusive property of the Company as is any such medium and any copy of such medium.” Moreover, the first paragraph on the first page of The Exclusive Agency Independent Contractor Manual avowed: Allstate “owns all business produced by [its agents].” And consistent with these assertions of Allstate’s ownership, the Agreement prohibited Metz from disclosing any “confidential information” to a third party without Allstate’s consent and from using that information for a period of one year, following the termination of the Agreement, to solicit the customers he had produced for Allstate.

Less than two years after signing the R3001 Agreement, in a letter dated February 5, 2002, Allstate terminated it, effective June 1, 2002, because of Metz’s “continued failure to comply with Allstate Agency Operations Standards.” The letter stated that “Allstate w[ould] immediately assume full responsibility for servicing [Metz’s] book of business.....” It advised Metz that he had “the option of accepting a termination payment from Allstate or selling [his] economic interest in [his] entire book of business to an approved buyer.”

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888 A.2d 943, 164 Md. App. 386, 23 I.E.R. Cas. (BNA) 990, 2005 Md. App. LEXIS 239, Counsel Stack Legal Research, https://law.counselstack.com/opinion/metz-v-allstate-insurance-mdctspecapp-2005.