Gateway Customer Solutions, LLC v. GC Services Ltd. Partnership
825 F.3d 502
8th Cir.
2016
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Docket

GATEWAY CUSTOMER SOLUTIONS, LLC, Plaintiff-Appellant v. GC SERVICES LIMITED PARTNERSHIP, Defendant-Appellee.

No. 15-1878

United States Court of Appeals, Eighth Circuit.

Submitted: December 16, 2015 Filed: June 10, 2016

504 F.3d 502

result thus provides context for Salsberry‘s on-the-spot statements to Varner on July 12. The court recognized that the field drug test was a preliminary analysis, but found that the testimony about Salsberry‘s evasive answers weighed in favor of finding the Grade B violation. Furthermore, the court acknowledged Salsberry‘s cross-examination of the government witnesses—which included questioning about the chain of custody and reliability of the test used on Salsberry, and cross-examination going to whether the sheriff‘s office was motivated by self-interest—but nonetheless admitted Government‘s Exhibit A and found that the evidence, considered altogether, proved the violation. The district court based this conclusion on its evaluation of the testimony about Salsberry‘s evasive responses in the context of the July 12 test result, combined with all the other evidence at the hearing, including its assessment of Salsberry‘s in-court testimony. Based on this record, we cannot say that the district court‘s factual findings were clear error.

The materials that Salsberry relies on to argue that the field drug test result alone is insufficiently probative do not compel a different conclusion. As an initial point, Salsberry did not object to the admissibility of the test results on reliability grounds. Moreover, as explained, the district court did not rely solely on the test result. Rather, the court considered the test result as some evidence along with the testimonial evidence. Cf. (finding, in a different context, that the results of a urinalysis field drug test can, even without a confirmatory second test, “provide some evidence of drug use“) (emphasis added). In addition, even if we were to consider the “drug screen package insert” that Salsberry quotes for the proposition that the test used on him “does not detect the actual concentration of the drug,” we still could not find any clear error in the district court‘s findings. The district court did not, nor did it need to, find any particular drug concentration level. In summary, it was not clear error for the district court to find that Salsberry‘s field drug test result, taken together with the testimony at the hearing, proved a Grade B violation by a preponderance of the evidence.

The district court also did not abuse its discretion in revoking Salsberry‘s supervised release and sentencing him in accordance with its finding that he had violated the condition not to possess controlled substances. See . Salsberry does not challenge the district court sentence except to the extent that it is based on the finding of a Grade B violation. Accordingly, we affirm the judgment of the district court.

Gerald L. Friedrichsen, Fitzgerald & Schorr, Eric W. Kruger, Omaha, NE, for Plaintiff-Appellant.

Jeffrey John Blumel, Abrahams & Kaslow, Omaha, NE, William S. Helfand, Ryan Scott MacLeod, Chamberlain & Hrdlicka, Houston, TX, for Defendant-Appellee.

Before WOLLMAN, LOKEN, and BYE, Circuit Judges.1

LOKEN, Circuit Judge.

In April 2011, Gateway Customer Solutions, LLC (“Gateway“), entered into a Business Referral Agreement with GC Services Limited Partnership (“GC Services“) in which Gateway agreed to solicit and refer potential clients to GC Services. Gateway soon introduced GC Services to Mercedes-Benz Financial Services (“MBFS“). In August 2011, MBFS awarded GC Services a three-year contract to provide call center services to MBFS (the “2011 Agreement“). The Gateway-GC Services agreement provided for commission payments to Gateway for “[t]he duration of an awarded contract and any renewals pursuant thereto.”

In 2014, GC Services and MBFS entered into a new agreement reciting that it “supersedes and replaces” their 2011 Agreement. Gateway commenced this diversity action, alleging that it is entitled to continuing commissions because the new agreement (the “2014 Agreement“) was a “renewal” of the 2011 Agreement. Acting on the parties’ cross motions for summary judgment, the district court2 granted summary judgment to GC Services, holding that the 2014 Agreement between GC Services and MBFS was a new agreement that ended GC Services‘s obligation to pay commissions to Gateway. Reviewing the grant of summary judgment and the district court‘s interpretation of state law de novo, we affirm. See (standard of review).

The Business Referral Agreement provided that Gateway would submit a proposed contract Addendum if it found GC Services a potential client. If GC Services executed the Addendum and then entered into a contract with the potential client, Gateway would receive commissions from GC Services “for the period of time [and] the services explicitly specified on an executed Addendum.” Gateway would continue to receive commissions in accordance with the Addendum even after the parties terminated the Business Referral Agreement.

In May 2011, Gateway and GC Services executed Addendum A, listing MBFS as a potential GC Services client. Consistent with the form of Addendum attached to the Business Referral Agreement, Addendum A provided that GC Services would pay Gateway a brokerage fee totaling 5% of all fees GC Services received from MBFS for “[t]he duration of an awarded contract and any renewals pursuant thereto.” The 2011 Agreement between GC Services and MBFS provided:

This Agreement is for a period of three (3) years (“Initial Term“) and shall continue upon the same terms and conditions as set forth herein for additional successive one-year periods (“Renewal Terms“) until termination of same is requested by written notice from either party to the other at least ninety (90) days in advance of the termination of any Initial or Renewal Time period, as applicable.

GC Services and MBFS executed the 2014 Agreement effective August 1, 2014. The 2014 Agreement provided that it (i) “supersedes and replaces the [2011 Agreement],” and (ii) “is for a period of three (3) years (‘Initial Term‘) beginning on the Effective Date, and may be extended as mutually agreed by the parties.” Otherwise, the 2011 and 2014 Agreements contained substantially similar terms; the 2014 Agreement even retained a misspelling in the 2011 Agreement.

In September 2014, GC Services notified Gateway that the 2011 Agreement had expired; therefore, GC Services would no longer pay commissions. Gateway responded that it was under the impression the 2011 Agreement had been renewed. GC Services replied, “we have negotiated a new agreement at the expiration of the original agreement and our services will no longer be performed pursuant to that contract ... or any renewal options.” This declaratory judgment action followed. The district court granted summary judgment for GC Services, concluding that Addendum A unambiguously provided that the 2014 Agreement was not a “renewal” of the 2011 Agreement.

The parties agree that, pursuant to a choice-of-law provision in the Business Referral Agreement, Delaware law governs our interpretation of their contract. Delaware follows “traditional principles of contract interpretation,” including giving “effect to the plain meaning of a contract‘s terms and provisions when the contract is clear and unambiguous.” . A contract term is not ambiguous “simply because the parties do not agree upon its proper construction. Rather, a contract is ambiguous only when the provisions in controversy are ... fairly susceptible of different interpretations or may have two or more different meanings.” . The contract must be construed as a whole, not by looking at terms in isolation. . “The true test is what a reasonable person in the position of the parties would have thought [the contract language] meant.” .

This case hinges on the meaning of the reference to “renewals” in Addendum A. Gateway contends that, even if the 2014 Agreement was a new contract between GC Services and MBFS, in substance it merely replaced the 2011 Agreement and therefore falls within the meaning of contract “renewal” as defined in Black‘s Law Dictionary 1410 (9th ed. 2009): “The re-creation of a legal relationship or the replacement of an old contract with a new contract, as opposed to the mere extension of a previous relationship or contract.” The Supreme Court of Delaware has looked to Black‘s Law Dictionary in construing contract terms. See, e.g., . However, “Delaware courts look to dictionaries for assistance in determining the plain meaning of terms that are not contractually defined.” (emphasis added), citing .

Here, the term “renewals” was defined in Addendum A. The Terms of Fee Payment provision stated that commissions will be paid to Gateway for “[t]he duration of an awarded contract and any renewals pursuant thereto.” (Emphasis added.) Thus, Addendum A—drafted by Gate-

way—provided that the period in which Gateway would be entitled to receive commissions would be defined in the future “awarded contract,” a contract to which Gateway would not be a party. Perhaps not a wise provision, from Gateway‘s perspective, but it is not ambiguous. GC Services points out that if Gateway intended to be the beneficiary of any continuing business relationship between GC Services and Mercedes-Benz, Gateway had the option to draft Addendum A with plain language reflecting that intent.

In the 2011 Agreement (the “awarded contract“), GC Services and MBFS defined “Renewal Terms” as meaning “additional successive one-year periods ... until termination ... is requested by written notice from either party ... at least ninety (90) days in advance of the termination.” Although the 2014 Agreement between GC Services and MBFS had many terms substantially similar to the 2011 Agreement, the new agreement was not a “Renewal Term” of the 2011 Agreement. It was separately negotiated by the parties, was not for a one-year period, and explicitly stated that it “supersedes and replaces” the 2011 Agreement.

Gateway contends that the 2014 Agreement was a renewal due to its substantial similarity to the 2011 Agreement, citing cases from other jurisdictions in which the word “renewal” was more broadly defined or left undefined in the contract at issue. But when a contract specifically defines a word that has various possible meanings, the Supreme Court of Delaware looks to the plain meaning of that definition. Moreover, “[a] mere split in the case law concerning the meaning of a term does not render that meaning ambiguous in the Delaware courts.” .

Because we agree with the district court that the relevant contract provisions are not ambiguous, we may not consider extrinsic evidence, nor does the doctrine of contra proferentem apply (construing a contract in favor of the non-drafter). See .

The judgment of the district court is affirmed.

Notes

1
This opinion is being filed by Judge Wollman and Judge Loken pursuant to 8th Cir. Rule 47E.
2
The Honorable Thomas D. Thalken, United States Magistrate Judge for the District of Nebraska, presiding by consent of the parties pursuant to 28 U.S.C. § 636(c).
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