Myaer v. Nodak Mutual Insurance Co.
2012 ND 21
| N.D. | 2012Background
- Nodak terminated Myaer’s Career Producer’s Contract July 7, 2009 after nearly 29 years as a captive agent in Mohall.
- The 2009 contract provided for a 10% MPCI commission, with specific addenda imposing online-submission and timely-payment conditions that could reduce commissions.
- Myaer claimed December 2009 deferred commissions totaling about $22,500 would be paid; Nodak paid $20,338.72 in August 2009 and withheld December 2009 payments.
- The district court awarded a 10% commission on the earned portion and a separate “bonus” amount; court also awarded pre- and post-judgment interest.
- Nodak appealed, challenging (1) the entitlement to December 2009 deferred commissions and (2) the amount, arguing the contract caps commissions at 10% and that extrinsic evidence should be excluded under the parol evidence rule.
- The Supreme Court affirmed in part, reversed in part, and remanded for recalculation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Myaer’s December 2009 deferred commissions accrued after termination. | Myaer contends deferred commissions accrued and were owed despite termination. | Nodak argues accrual is earned upon premium receipt/processing and did not occur by termination. | Deferred commissions accrue under the contract’s technical meaning. |
| Whether Myaer can recover more than the 10% contract cap. | Myaer asserts a bonus/12% total was permissible based on practice. | Contract caps commissions at 10% and allows only specified reductions. | The contract caps commissions at 10%; cannot award 12%. |
| Whether parol evidence may supply bonuses not in the contract. | Extrinsic evidence could show customary bonuses. | Parol evidence cannot vary or contradict the written contract. | Parol evidence cannot create or alter the contract terms; 2009 contract governs. |
| Whether the district court properly calculated and whether remand is needed for proper computation. | Calculation should reflect earned, accrued deferred commissions. | Calculation should adhere to 10% cap and contract terms. | Remand for recalculation of the proper amount of deferred commissions. |
Key Cases Cited
- Garofalo v. Saint Joseph’s Hosp., 2000 ND 149, 615 N.W.2d 160 (ND 2000) (contract interpretation; plain meaning governs)
- Doeden v. Stubstad, 2008 ND 165, 755 N.W.2d 859 (ND 2008) (contract interpretation; extrinsic evidence rules)
- Riverwood Commercial Park, LLC v. Standard Oil Co., Inc., 2011 ND 95, 797 N.W.2d 770 (ND 2011) (summary judgment standards; contract interpretation)
- Tri-State Ins. Co. v. Commercial Grp. W., LLC, 2005 ND 114, 698 N.W.2d 483 (ND 2005) (contract interpretation; when to grant summary judgment)
- Symington v. Citizens Bank, 2010 ND 56, 780 N.W.2d 676 (ND 2010) (parol evidence and contract integration; extrinsic evidence limitations)