152 Okl. 225, 4 P.(2d) 81; Turner v. Northwestern Mutual Life Insurance Co., 232 N. Y. 171, 133 N. E. 435; Farmer v. Ætna Insurance Co., 270 Mass. 395, 170 N. BE. 382.
The contract here involved provides for the payment of specified commissions on business written by the agent and the same commissions on business when renewed by the agent; otherwise, it is silent as to renewal commissions. It does not authorize the payment of such commissions provided a certain amount of business is produced, or for a specified period of time, or in the event of the termination of the contract, or to the legal representative of the agent in case of his death. It often is said that renewal commissions are paid agents to secure renewals, to keep insurance in force, and generally to supervise and care for the business of the company. This provision in the contract authorized the payment of renewal commissions during the existence of the agency relationship, and not thereafter.
There is an express provision applicable where the agency is terminated; namely, “When this contract has been terminated no further commissions shall accrue to the agent, except those earned on policies for one year from their date.” What does this provision mean? It certainly does not authorize renewal commissions. It clearly and specifically provides, in the event the agency is terminated, for the payment of commissions on premiums earned on policies for one year from their date. “One year from their date” means the date of the policy, not the anniversary date of the policy. Had the parties intended the anniversary date of the policy, it would have been easy to say so. The one provision covers the commissions to be paid the agent during the existence of the agency, while the other applies where the agency is terminated by death or otherwise. It does not appear that the two are inconsistent, ambiguous, indefinite, or uncertain; but it does appear that the intention of the parties clearly, completely, and unmistakably is expressed. We cannot by construction incorporate into the contract provisions that it does not contain either expressly or by implication. If the parties had intended to embody such provisions into the contract, there is no reason why they should not have done so; but, since they did not and since what they did do is clear, we cannot do it for them. Courts may construe contracts but not write them. The cardinal rule for the interpretation of a contract is to ascertain the intention of the parties, and they must be held to have meant what they said. A fair construction of the contract involved in this case justifies a judgment for defendant.
It is so ordered.
FLEISCHER STUDIOS, Inc., et al. v. RALPH
A. FREUNDLICH, Inc., et al.
District Court, S. D. New York.
Feb. 9, 1934.
