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Wood v. Utah Farm Bureau Insurance Company2/8/2001
n, each Plaintiff immediately vacated his office and returned all client records to Farm Bureau. Farm Bureau reassigned the terminated agents' client records, client service responsibilities, and future renewal commissions to other Farm Bureau agents.
Plaintiffs sued Farm Bureau asserting six claims for relief: (1) breach of contract--confiscation of books of business; (2) unjust enrichment; (3) breach of contract--wrongful termination; (4) breach of implied covenant of good faith and fair dealing; (5) interference with existing and prospective economic relations; and (6) punitive damages. The trial court granted summary judgment in favor of Farm Bureau on all six causes of action. This appeal followed.
ISSUES AND STANDARD OF REVIEW
Summary judgment is proper when "there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law." Utah R. Civ. P. 56(c). "In reviewing the trial court's decision to grant summary judgment, we give the court's legal decisions no deference, reviewing for correctness, while reviewing the facts and inferences to be drawn therefrom in the light most favorable to the nonmoving party." Dairy Prod. Serv., Inc. v. City of Wellsville, 2000 UT 81, , 13 P.3d 581.
ANALYSIS
I. Ownership of Business Records and Renewal Commissions
In their complaint, Plaintiffs contended that Farm Bureau breached the Contract when it confiscated Plaintiffs' books of business. A review of Plaintiffs' answers to interrogatories reveals that Plaintiffs were actually seeking ownership of the business records and renewal commissions. Plaintiffs first argue that their business as independent contractors was separate from Farm Bureau's business, and that the records and renewal commissions belong to the agents as fruits of their personal business. It is undisputed that, by the terms of the Contract, Plaintiffs were independent contractors. The Contract provides:
Career Agent has the right to control the activities and means by which the provisions of this agreement are carried out, the right to exercise independent judgment as to the persons from whom applications for insurance policies will be solicited, and the right to determine the time, place and manner of soliciting and servicing policyholders of [Farm Bureau].
This clause defines the independence that agents have in their day-to-day work, but does not suggest in any way that agents have ownership of the business records and renewal commissions. Even if a general right to ownership of the records and renewal commissions can be inferred from an agent's status as an independent contractor, such an inference does not overcome the more specific provisions of the Contract covering ownership of those items. See Docutel Olivetti Corp. v. Dick Brady Sys., Inc., 731 P.2d 475, 480 (Utah 1986) (Howe, J., concurring in part, dissenting in part) (citing Restatement (Second) of Contracts ยง 203(c) for the rule that general terms of a contract are not given as much weight as specific terms); accord Mayer v. Pierce County Med. Bureau, 909 P.2d 1323, 1327 (Wash. Ct. App. 1995).
The Contract specifically gives Farm Bureau ownership of the records and renewal commissions. The Contract provision regarding the business records states:
All accounts, account records, policyholder files, policyholder lists, rate books or manuals, applications and other forms, and all other records in Career Agent's possession pertaining to [Farm Bureau's] business will be the property of [Farm Bureau] and will be returned to [Farm Bureau] upon demand.
Plaintiffs focus on the Contract language "pert
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