Ollis v. Ambassador Real Estate Co., A-20-564

Background

Ollis was a licensed agent under a 2006 Broker–Salesperson Contract with CBSHOME; CBSHOME merged into Ambassador in late 2018 and Ollis signed an Independent Contractors Agreement (ICA) and a Maximum 100% Commission Plan with Ambassador.
The ICA described independent-contractor status, provided a 3-day termination right, and incorporated a Commission Schedule (the Maximum 100% Plan) that referenced a $990/month "Base Rate" and marketing credits.
Ollis terminated his relationship with Ambassador in December 2018 and claimed Ambassador withheld $13,700 in earned but unpaid commissions.
Ambassador counterclaimed it could offset commissions for unpaid charges: $11,880 (12 months of $990 Base Rate) and $1,900 (marketing/technology fee).
At summary judgment the district court found the ICA superseded the prior CBSHOME contract, awarded Ollis $11,880 (rejecting Ambassador’s Base Rate offset), denied prejudgment interest, and did not resolve the $1,900 marketing fee issue explicitly.
On appeal, parties contested (1) which contract governed and whether Ambassador could set off amounts under the superseded contract, (2) whether Ollis owed the 12-month Base Rate after early termination, (3) the $1,900 marketing/technology charge, and (4) entitlement to prejudgment interest.

Issues

Issue	Plaintiff's Argument (Ollis)	Defendant's Argument (Ambassador)	Held
Whether the ICA superseded the prior CBSHOME Broker–Salesperson Contract	ICA supersedes prior contract; Ambassador may not invoke setoffs in the superseded CBSHOME contract	Both contracts remain operative; Ambassador can invoke setoff rights from the earlier contract	ICA superseded the prior contract; conflicting earlier provisions cannot coexist, so setoff under the superseded contract is unavailable
Whether Ollis must pay 12 months of $990 Base Rate after terminating in Dec. 2018	Termination clause (3 days) permits exit; no obligation to continue Base Rate payments after termination	Maximum 100% Plan establishes a fixed term through 3/31/20, obligating Ollis to pay Base Rate through that period	Held for Ollis: the Plan governs compensation, but termination clause in ICA controls contract term; no post-termination 12-month Base Rate obligation
Whether Ambassador validly withheld $1,900 (marketing/technology fee) from commissions	Ambassador offered no contractual basis under the ICA; fee not owed	Ambassador implicitly claimed offsets but did not identify ICA authority for the fee	Reversed on this point: district court erred by not awarding the additional $1,900 to Ollis because Ambassador failed to show contractual authority under the superseding ICA
Entitlement to prejudgment interest on withheld commissions	Prejudgment interest statutory; ICA required payment of commissions within 3 days of Ambassador’s receipt—interest should run from receipt date	Ambassador disputes accrual timing; plaintiff failed to identify the receipt date	No error in denying interest: Ollis did not prove when Ambassador received commissions, so start date for prejudgment interest couldn't be established

Key Cases Cited

Caro, Inc. v. Roby, 215 Neb. 897 (contracts: later complete, inconsistent agreement supersedes earlier one)
Hagerbaumer v. Hagerbaumer Bros., Inc., 208 Neb. 613 (affirming rule on inconsistent subsequent agreements)
In re Estate of Wise, 144 Neb. 273 (same—later inconsistent contract supersedes prior)
Dondlinger v. Nelson, 305 Neb. 894 (summary judgment standard)
Gonzales v. Nebraska Pediatric Practice, 308 Neb. 571 (summary judgment review de novo)
Weyh v. Gottsch, 303 Neb. 280 (framework for statutory prejudgment interest recovery)
AVG Partners I v. Genesis Health Clubs, 307 Neb. 47 (interpretation of Neb. Rev. Stat. § 45-104 categories for prejudgment interest)