Shannon v. Civil Service Employees Insurance Union

[80]

WOOD (Fred B.), J.

This action presents the question whether a contract of December 31, 1951, designating plaintiff as agent of the defendant, was terminable at the will of either party.

On October 28, 1955, defendant gave plaintiff written notice of termination, effective December 31, 1955. The trial court held the contract was thus terminable.

The contract was upon a printed form, paragraph (6) of which read as follows: “(6)

This Agreement

supersedes all previous agreements, whether oral or written, between the Company and Agent and

may he terminated hy either party at any time upon written notice to the other.”

(Emphasis added.)

To the left of the signature upon this printed form, these words were typed: “Subject to Terms and Conditions on the Reverse Side oe This Contract.”

Upon the reverse side, in typewriting over the signatures of the parties, the following appeared: ‘1 Thomas Shannon in accepting the agency agrees to act as organizer of the City and County Employees of San Francisco County, and further agrees to produce a minimum of insurance business as follows: (Through agents he may appoint) ... [a sliding scale of minimum sales per year, increasing from $20,000 for 1951 to $200,000 for 1955] . . . $200,000 minimum to be maintained thereafter.

“Should these minimum requirements not he met, said, contract

as set forth on the face of this form

shall he subject to cancelation or re-negotiation.”

(Emphasis added.)

Plaintiff contends that these two clauses are “inconsistent,” hence the typewritten “controls” the printed clause (Code Civ. Proc., § 1862); also, that they are “absolutely repugnant,” requiring that the printed form be “disregarded” (Civ. Code, § 1651). He places an unwarranted construction upon the typewritten clause. He would interpret it as" if it said that the “contract as set forth on the face of this form” shall be “subject to cancellation or re-negotiation”