Industry to Industry, Inc. v. Hillsman Modular Molding, Inc.
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2002 WI 51 SUPREME COURT CASE NO.: OF WISCONSIN 00-2180 COMPLETE TITLE: Industry to Industry, Inc., Plaintiff-Appellant, v. Hillsman Modular Molding, Inc., Defendant-Respondent-Petitioner. REVIEW OF A DECISION OF THE COURT OF APPEALS 2001 WI App 177 Reported at: 247 Wis. 2d 136, 633 N.W.2d 245 (Published) OPINION FILED: SUBMITTED ON BRIEFS: ORAL ARGUMENT: March 5, 2002 SOURCE OF APPEAL: COURT: COUNTY: JUDGE: Circuit Waukesha James R. Kieffer May 17, 2002 JUSTICES: CONCURRED: DISSENTED: NOT PARTICIPATING: ATTORNEYS: For the defendant-respondent-petitioner there were briefs by David H. Hutchinson, New Berlin, and oral argument by David H. Hutchinson. For the plaintiff-appellant there was a brief by Stephen L. Fox and Schmidt & Rupke, S.C., Brookfield, and oral argument by Stephen L. Fox. An amicus curiae brief was filed by David J. Edquist, Thomas J. Kammerait and von Briesen, Purtell & Roper, S.C., Milwaukee, on behalf of the Wisconsin Association of Manufacturers' Agents, Inc., with oral argument by David J. Edquist. 2002 WI 51 NOTICE This opinion is subject to further editing and modification. The final version will appear in the bound volume of the official reports. No. 00-2180 (L.C. No. 99-CV-1600) STATE OF WISCONSIN : IN SUPREME COURT Industry to Industry, Inc., FILED Plaintiff-Appellant, MAY 17, 2002 v. Hillsman Modular Molding, Inc., Cornelia G. Clark Clerk of Supreme Court Defendant-Respondent-Petitioner. REVIEW of a decision of the Court of Appeals. ¶1 N. PATRICK CROOKS, J. Affirmed. Hillsman Modular Molding, Inc. seeks review of a published court of appeals' decision, Industry to Industry, Inc. v. Hillsman Modular Molding, Inc., 2001 WI App 177, 247 Wis. 2d 136, 633 N.W.2d 245, reversing court's partial summary judgment order. involves interpretation of Wisconsin's Act, Wis. Stat. § 134.93 (1999-2000).1 whether the term "person" in the the circuit The sole issue here Sales Representatives Specifically, we decide definition of "independent sales representative" in § 134.93(1)(b), includes a corporation. 1 All statutory references unless otherwise noted. are to the 1999-2000 version No. 00-2180 Based on the unambiguous language of the statute, the common and ordinary meaning of the term "person," and the relevant language of the entire statute, we agree with the court of appeals, and conclude that it does include a corporation. I ¶2 arises The relevant out of (hereinafter facts a contract "Industry") are not and (hereinafter "Hillsman"). dispute. Industry between in Hillsman This case to Industry, Inc. Modular Molding, Inc. Hillsman is a Florida-based business that manufactures custom injection plastic parts. Wisconsin corporation representative, representative. that otherwise Industry representative since 1971. operates referred has Industry is a as an independent to as a been sales manufacturer's Hillsman's Wisconsin On May 6, 1999, Hillsman terminated its relationship with Industry.2 ¶3 The termination was effective on August 6, 1999, and on that date, Industry filed suit against Hillsman in Waukesha County Circuit Court. Industry alleged that Hillsman refused to pay commissions on orders prior to August 6, 1999, and that this refusal to pay constituted a breach of contract and violated the Wisconsin Sales Representative Act, Wis. Stat. § 134.93. 2 The parties discuss several facts in their briefs, including the alleged reasons for terminating the relationship, that we conclude are irrelevant to our resolution of the issue before us. We, therefore, limit our discussion to the relevant facts necessary to decide only the statutory interpretation question. 2 No. ¶4 Hillsman subsequently filed a motion for 00-2180 partial summary judgment, asking the court to conclude that Industry, a corporation, cannot bring Wis. Stat. § 134.93(1)(b) "person" within representative." the a statutory because a definition claim corporation of under is not "independent a sales The Honorable James R. Kieffer, circuit judge, granted Hillsman's motion. The circuit court concluded that § 134.93 was ambiguous, and therefore turned to the legislative history of the statute, particularly 1997 Senate Bill 226 and Chapter 109, to representative." definition of determine The the meaning court "employee" of ultimately in "independent analogized Chapter 109 and sales to held the that "independent sales representative" was intended to apply only to natural persons, not corporations. that this interpretation did The court also concluded not render the statute unconstitutional under the theory of equal protection. ¶5 Industry sought leave to appeal the circuit court's nonfinal order, and interlocutory appeal. the court of appeals handled the In a published decision, the court of appeals reversed the circuit court's order, concluding that the definition of "independent sales representative" unambiguously includes corporations. court primarily relied Industry, 2001 WI App 177, ¶13. on the definition of "person" The in Wis. Stat. § 990.01(26), which explicitly includes corporations. Id. at ¶11. The court reasoned, "the legislature must have enacted § 134.93 using the word 'person' with full knowledge of the definition of 'person' provided in § 990.01(26)," and that 3 No. 00-2180 the legislature, therefore, intended for "person" in § 134.93 to included corporations. Id. at ¶13. Hillsman subsequently petitioned this court for review, which we granted. II ¶6 The sole issue in this case requires interpretation of Wis. Stat. § 134.93. Statutory interpretation is a question of law that we review independently, benefiting from the decisions of the court Physicians of Ins. N.W.2d 893. appeals Co., The and 2001 purpose the WI circuit 86, of ¶13, statutory determine the intent of the legislature. court. 245 Landis Wis. 2d 1, interpretation is v. 628 to McEvoy v. Group Health Coop., 213 Wis. 2d 507, 528, 570 N.W.2d 397 (1997). We must determine first whether or not the statute's language clearly and unambiguously sets forth Landis, 2001 WI 86, ¶14. the intent of the legislature. If the statute is unambiguous and clearly sets forth the legislative intent, we do not look beyond the statutory language itself and simply apply the statute to the case at hand. ¶7 In Id. contrast, if the language of the statute ambiguous, the court must resort to judicial construction. is Id. at ¶15 (citing Kelley Co. v. Marquardt, 172 Wis. 2d 234, 247-48, 493 N.W.2d 68 (1992)). A statute is ambiguous if it is capable of being understood by a reasonable person in either of two senses. Reyes v. Greatway Ins. Co., 227 Wis. 2d 357, 365, 597 N.W.2d 687 (1999). A statute is not rendered ambiguous, however, merely because two parties disagree as to its meaning. Forest County v. Goode, 219 Wis. 2d 654, 663, 579 N.W.2d 715 4 No. (1998). 00-2180 If the statute is ambiguous, we then look to extrinsic factors, including legislative history, and the statute's scope, context and legislature. ¶8 subject matter, to determine the intent of the tenets of Landis, 2001 WI 86, ¶15. We additionally recognize statutory interpretation. two other First, "it is [] well established that courts must not look at a single, isolated sentence or portion of a sentence, but at the role of the relevant language Alberte v. Anew Health Care Serv., 2000 in the entire statute." WI 7, ¶10, 232 Wis. 2d 587, 605 N.W.2d 515 (citing Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 51 (1987)). Second, when interpreting a statute, we must "attempt to give effect to every word of a statute, so statute superfluous." as not County to render of any portion Jefferson v. of the Renz, 231 Wis. 2d 293, 305, 603 N.W.2d 541 (1999). ¶9 determine We now look to the language of Wis. Stat. § 134.93 to if the statute is clear and unambiguous. Wisconsin Stat. § 134.93(1) states in relevant part: (b) "Independent sales representative" means a person, other than an insurance agent or broker, who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission. "Independent sales representative" does not include any of the following: 1. A person who places orders or purchases products for the person's own account for resale. 2. A person who is an employee of the principal and whose wages must be paid as required under s. 109.03. 5 No. (c) 00-2180 "Principal" means a sole proprietorship, partnership, joint venture, corporation or other business entity, whether or not having a permanent or fixed place of business in this state, that does all of the following: . . . . The issue here focuses on the word "person," as the parties dispute whether "person" in the definition of "independent sales representative" includes a corporation. Before addressing the parties' look arguments, however, Statutes Chapter 990, relating Specifically, turn to we we to to construction § 990.01, which Wisconsin of states statutes. in relevant part: In the construction of Wisconsin laws the words and phrases which follow shall be construed as indicated unless such construction would produce a result inconsistent with the manifest intent of the legislature: . . . . (26) ¶10 PERSON. "Person" includes all partnerships, associations and bodies politic or corporate. Hillsman argues that Wis. Stat. § 134.93 is unambiguous, and that the stark contrast between the definitions of "principal" and "independent sales representative" shows that Industry, a corporation, is not entitled to a statutory claim or cause wanted of action. to According include to Hillsman, corporations as if the legislature "independent sales representatives," it would have done so by explicitly including corporations in the definition. Hillsman contends that the definition of person provided in § 990.01(26) adds nothing to 6 No. 00-2180 this case, because it simply dictates the fundamental rules of statutory construction.3 ¶11 To support its position, Hillsman relies on J.S. DeWeese Co. v. Hughes-Treitler Mfg. Corp., 881 S.W.2d 638 (Mo. Ct. App. 1994), where the Missouri Court of Appeals faced the same issue, interpretation of the term "person" under a statute relating to sales commissions. The court held that the "stark" contrast in the statutory definitions of "principal" and "sales representative," which both included the word "person," required the court to hold that the remedy for a "sales representative" was intended only for natural persons, and not corporations. DeWeese, 881 S.W.2d at 643. The statute at issue in that case included these definitions: (2) "Principal," a person, firm, corporation, partnership or other business entity, whether or 3 Hillsman and Industry make several arguments that we do not discuss here. Specifically, the parties present arguments regarding the purpose of the statute and legislative history. In asking this court to consider the legislative history of Wis. Stat. § 134.93, Hillsman argues that there is a relationship between § 134.93 and Chapter 109, as the legislature intended to extend the extraordinary remedies for employees in Chapter 109 to independent sales representatives in § 134.93. Furthermore, Industry argues that unless § 134.93 includes corporations, the statute violates the equal protection clauses of the United States and Wisconsin constitutions. In response, Hillsman contends that interpreting the statute to exclude corporations is not a constitutional violation. We do not address these arguments, however, because we conclude that the statute is unambiguous, and that the unambiguous language includes corporations. Consequently, we do not address the statute's legislative history nor do we find it necessary to discuss the parties' equal protection arguments. 7 No. 00-2180 not it has a permanent or fixed place of business in this state . . . (3) "Sales Representative," a person who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission . . . . Id. (citing Mo. Rev. Stat. § 407.911 (1986) (emphasis added)). The court reasoned that in order to follow the rules of statutory construction, and give meaning to each word in the statute, it definition necessarily of "sales concluded that representative" corporations. Id. corporations, partnerships, "person" does in not the include To find otherwise, "the inclusion of 'firms, or other business entities' in addition to 'person', within the definition of 'principal' would be repetitious and of no significance." Id. The court consequently determined that the legislature was presumed not to enact meaningless definition of provisions, "sales therefore, representative" "person," applied only in to the natural persons. ¶12 Industry unambiguous; Industry too argues however, contends in that that the contrast reading to statutory language Hillsman's Wis. Stat. § 134.93, is position, under the rules of construction and applying the definition of "person" in § 990.01(26), the term includes corporations. show the legislature's "person" in § 134.93 unambiguously Industry alleges that Hillsman cannot "manifest intent" not to include corporations under the statute, so the definition of person in § 990.01(26) controls. 8 No. ¶13 Industry statute's use "principal" of and distinguishes the word "sales DeWeese "person" because in representative" different than § 134.93. the the 00-2180 Missouri definitions is of significantly According to Industry, the crucial distinction is that the word "person" is used in both Missouri definitions, and "person" juxtaposed is partnership therefore, or in the other definition with the business reasonably of "principal," terms entity." concluded that The the intended only to mean natural person. "firm, the corporation, Missouri term term court, "person" was Industry argues that the Missouri court's interpretation is not helpful here, because in § 134.93, the term "person" is not included in the definition of "principal." ¶14 Instead of DeWeese, Industry asks the court to follow M.S. Kind Associates, Inc. v. Mark N.E.2d 180 (Ill. App. Ct. 1991). Court of Appeals faced the Evan Products, Inc., 584 In M.S. Kind, the Illinois same question statutory interpretation of the term "person" in the Sales Representative Act. Id. at 180-81. The statute included the following definitions: (3) "Principal" means a sole proprietorship, partnership, corporation or other business entity whether or not it has a permanent or fixed place of business in this State . . . . (4) "Sales representative" means a person who contracts with a principal to solicit wholesale orders within this state and who is compensated, in whole or in part by commission, but shall not include one who places orders or purchases for his own account for resale, one who qualifies as 9 No. an employee of the principal . . . or sells products to the ultimate consumer. one 00-2180 who Id. at 180 (citing Ill. Rev. Stat. 1987, ch. 48, par. 2251 (emphasis added)). The court first discussed the rules of statutory construction, and then relied on the United States Supreme Court's decision in Metropolitan Life Insurance Co. v. Ward, 470 U.S. 869, 875 (1985), holding that a corporation is a person within the meaning of the Fourteenth Amendment. Kind, 584 N.E.2d at 181. The Illinois court M.S. ultimately concluded that the term "person" included corporations. Id. The court stated: It would be an absurd result, indeed, if our courts were to hold that a sales representative could recover commissions wrongfully withheld from him if he engages in trade as an individual, but deny him that compensation and allow the manufacturer a windfall in cases where, fortuitously, the representative chooses the corporate form under which to do business, an election the legislature unconditionally makes available to him. Surely, the General Assembly never intended such a result. Id. ¶15 rather Industry than argues DeWeese, that we because should follow M.S. Wis. Stat. § 134.93 Kind, is more analogous to the Illinois statute than the Missouri statute. Specifically, Industry points to the fact that neither the Wisconsin nor the Illinois statutes include the term "person" in the definition contrast" "independent of between sales "principal." the Consequently, definitions representative" 10 that of the the "principal" Missouri "stark and court No. 00-2180 relied on, and that Hillsman argues before this court, is not present in the Wisconsin Statute. ¶16 We agree with decision in this case. Industry and the court of appeals' We conclude that Wis. Stat. § 134.93 clearly and unambiguously includes corporations. ¶17 We first examine the popular and ordinary meaning of the term "person" as it is used in Wisconsin. Historically, we have interpreted the term "person" to include corporations. See Country Motors v. Friendly Finance Corp., 13 Wis. 2d 475, 477, 109 N.W.2d includes 137 a (1961) ("The word corporation . . . ."); 'person' State in ex. our rel. statutes Torres v. Krawczak, 217 Wis. 593, 599, 259 N.W. 607 (1935) ("A corporation is generally considered as a person within the meaning of the word 'person' in the statutes."); Milwaukee County v. W.S. Seaman Co., 181 Wis. 323, 326, 193 N.W. 513 (1923) ("The word 'person' in our statutes includes corporations . . . ."). Furthermore, the United States Supreme Court, in Ward, held that a corporation is a "person" within the meaning of the Fourteenth Amendment. ¶18 Ward, 470 U.S. at 875. In addition to case law interpretations, the popular and ordinary meaning of the term "person" is evidenced by the statutory definition in Wis. Stat. § 990.01(26). § 990.01(26) corporations. when defines statutes, "unless inconsistent explicitly to include According to the statutory rules of construction, construing definition "person" Significantly, with such the we follow construction manifest 11 the would intent of given produce the statutory a result legislature." No. Wis. Stat. § 990.01. person in 00-2180 Therefore, we will apply the definition of § 990.01(26) here, unless we conclude that it is contrary to the manifest intent of the legislature. ¶19 term We are convinced that including corporations in the "person," within the definition of "independent sales representative," is consistent with the manifest intent of the legislature. As Industry notes in its brief, applying the statutory definition must produce an interpretation that is more than simply inconsistent with the legislative intent; it must be inconsistent with the manifest intent of legislature.4 the "Manifest" is defined as "[c]learly apparent to the sight or understanding; obvious." The American Heritage Dictionary of the (2d English Language 763 ed. 1985); see also State v. Faucher, 220 Wis. 2d 689, 697-98, 584 N.W.2d 157 (Ct. App. 1998) (in the context of a juror's manifest bias, using dictionary definition senses; of manifest, evident"). meaning It is "readily neither perceived "clearly by the apparent" nor "obvious" that the legislature intended corporations not to be included within representative." the If definition the legislature of "independent wanted to sales ensure that corporations would not be included, it could have used the term 4 The non-party brief of Wisconsin Association Manufacturers' Agents, Inc. makes the same argument. 12 of No. "natural person" intended to rather use "person."5 than the term If the "natural 00-2180 legislature person" in Wis. Stat. § 134.93(1)(b), we believe that it would have done so. We, therefore, agree with the court of appeals' conclusion: "Thus, with knowledge § 990.01(26), legislature to presume intended corporations." decline we of for the definition that a in of utilizing 'person' in 'person,' § 134.93 Industry, 2001 WI App 177, ¶13. abandon the common and 'person' ordinary to in the include Accordingly, we meaning, and the statutory definition in § 990.01(26), because we conclude that applying this definition of "person" is not contrary to the manifest intent of the legislature. ¶20 Although we base our decision here on the clear and unambiguous support for language our of the conclusion statute that itself, the we term find further "person" in Wis. Stat. § 134.93 unambiguously includes corporations when we consider the use of the term "person" in the entire statute. See Alberte, 2000 WI 7, ¶10 (courts must look at the role of the relevant language in the entire statute rather than looking at a 5 We presume that the legislature "carefully and precisely" chooses statutory language to express a desired meaning. Ball v. Dist. No. 4, Area Bd. of Vocational, Technical & Adult Educ., 117 Wis. 2d 529, 539, 345 N.W.2d 389 (1984). In doing so, the legislature explicitly chooses between the terms "person" and "natural person." In fact, we note that the legislature has chosen to use the term "natural person," rather than the term "person," at least one hundred and twenty-five times in the Wisconsin Statutes. See, e.g., Wis. Stat. §§ 19.42, 29.024, 29.537, 29.614, 30.40, 30.47, 40.02, 44.47, 48.62, 66.1103, 71.01, 77.61, 88.42, 93.17, 94.67, 125.65, 180.0103, 215.512. 13 No. single, isolated sentence); Renz, 231 Wis. 2d at 305. 00-2180 First, we reject Hillsman's argument, asking us to rely on DeWeese and find a "stark contrast" between the definitions of "principal" and "independent sales representative." We decline to follow the reasoning of DeWeese because the Wisconsin statute and the Missouri statute contain different language; specifically, § 134.93 does not use the term "person" in both definitions. Instead, we look to M.S. Kind, the Illinois court's interpretation of a statute with nearly identical language.6 If we were to exclude corporations from the term "person" in the definition of interpretation "independent would lead sales us to representative," the Illinois court reached in M.S. Kind. same conclusion such an as the Excluding corporations would lead to an absurd result and "it would make little if any sense to enact legislation benefitting the sales representative as an individual, but deny him coverage if he chooses to do business in enterprise: We, accordance with an the corporation." therefore, affirm the exceedingly common form of M.S. Kind, 584 N.E.2d at 181. court of appeals' decision, and conclude that the plain language of the statute unambiguously 6 In following M.S. Kind Associates, Inc. v. Mark Evan Products, Inc., 584 N.E.2d 180 (Ill. App. Ct. 1991), we follow the judicial construction of the Illinois statute from that case, as well as subsequent cases, because Wis. Stat. § 134.93 was enacted in 1997, six years after M.S. Kind. See In re Adams Machinery, Inc., 20 Wis. 2d 607, 621, 123 N.W.2d 558 (1963) (stating as a rule of statutory construction that, "where a statute has received a judicial construction in another state and is then adopted by Wisconsin, it is taken with the construction which has been so given it"). 14 No. 00-2180 includes a corporation in the definition of "independent sales representative." III ¶21 Based on the clear and unambiguous language of the statute, the common and ordinary meaning of the term "person," and the relevant language in the entire statute, we conclude that the term "person" in the definition of "independent sales representative" in Wis. Stat. § 134.93, includes a corporation. By the Court. The decision affirmed. 15 of the court of appeals is No. 1 00-2180
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