Richard Wysong, an experienced insurance agent, entered into an agreement with defendant Thomas M. Kolberg, a general agent for defendants Farm Family Casualty Insurance Co. and Farm Family Life Insurance Co. (“Farm Family”), “to take custody of” an Ulster County book of Farm Family's business.

The plaintiff and Farm Family then entered into agent contracts. About 7 years later, Farm Family terminated the plaintiff based on his mishandling of certain matters and transferred the Ulster County book of insurance business to another Farm Family agency. Wysong sued for, among other things, unjust enrichment, alleging that he had purchased the Ulster County book of business and was entitled to compensation for its transfer.

The trial court, the New York Supreme Court, granted defendants' motion for summary judgment and dismissed the complaint in its entirety.

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Wysong argued on appeal that questions of fact precluded the trial court's determination that he did not purchase the Ulster County book of business and dismissal of his unjust enrichment claim. Wysong did not contest the validity of the agent contracts he entered into with Farm Family which provided, among other things, that Farm Family owned all insurance business assigned to or produced by plaintiff and that the book of business may be reassigned to another agent in the event of the plaintiff's termination.

Wysong contended that he had a separate oral agreement with Kolberg, whereby he purchased the book of business according to the terms of Kolberg's handwritten “fact sheet” listing the income earned from the book's policies and the amount that plaintiff would be required to pay Kolberg “to take custody of” it. Plaintiff failed, however, to present evidence sufficient to raise any material issue of fact rebutting the plain, unambiguous terms of the agent contracts.

The written contracts specifically provided that they superseded all prior agreements between the parties and that they represented the entire understanding and agreement of the parties hereto. Furthermore, any modification of the agent contracts was required to be in writing and executed by a duly authorized officer or representative of Farm Family.

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The unsigned “fact sheet,” on the other hand, was provided to the plaintiff prior to his execution of the agent contracts, and it does no more than to memorialize his apparent agreement to pay Kolberg a portion of any commissions earned in order to serve Kolberg's former customers. As the agent contracts are clear that Farm Family owned the book of business, the trial court properly concluded that there were no issues of fact as to whether the plaintiff purchased it from Kolberg because Kolberg had no right to sell something he did not own.

Inasmuch as the agent contracts govern the ownership of the book of business, the plaintiff cannot recover on an unjust enrichment cause of action. In any event, the appellate court found no merit to the plaintiff's unjust enrichment claim as he was provided with established policies from which he immediately started earning commissions and, during the course of his time servicing the book of business, he netted approximately $350,000 in commission income after paying less than $50,000 to for the book of business.

Analysis

Oral contracts, if they can be proved, are enforceable. In this case Wysong claimed he was entitled to the benefits of what he believed were promised to him by an oral agreement evidenced by “fact sheets” presented to him to convince him to enter into the written agreement with Farm Family. He signed the written agreements and then tried to get around the agreement he entered into by claiming an oral agreement.

Wysong also had the unmitigated gall to claim that the insurer was unjustly enriched when it took away the book of business—as the agreement allowed—when he had, in fact, earned a net of $300,000 from the book of business until he was fired. Therefore, even if the contract was written and provable, the court concluded it could find no unjust enrichment.