## Facts

- Brian Olander became a State Farm insurance agent in North Dakota in 1981 under a written State Farm Agent’s Agreement.
- In 1996, after a violent incident, Olander was charged with murder.
- State Farm asked Olander to take a leave of absence while criminal charges were pending; he refused.
- State Farm terminated the Agent’s Agreement by written notice and reassigned Olander’s policyholders to other agents.
- The Agreement’s termination clause stated that either party had the right to terminate the Agreement by written notice; the preamble referenced a “mutually satisfactory” relationship; and the Agreement allowed the agent to request internal review of a termination decision.
- Olander sued in diversity, alleging wrongful termination and related contract-based claims, contending the Agreement required “cause” to terminate.

## Issues

1. Whether the Agent’s Agreement was unambiguously terminable at will by either party upon written notice under North Dakota contract law.
2. Whether the preamble’s “mutually satisfactory” language and the internal termination-review procedure created ambiguity or an implied for-cause limitation.
3. Whether summary judgment for State Farm was proper if the Agreement was at will.

## Decision

- The en banc Eighth Circuit affirmed summary judgment for State Farm.
- The court held the termination clause unambiguously created an at-will agency relationship terminable by written notice without cause.
- The court rejected the argument that the preamble or review provision limited or qualified the termination clause.
- Because the Agreement was at will, Olander’s wrongful-termination theory failed, and his related claims were properly dismissed.

## Legal Principles

- Under North Dakota law, interpretation of a written contract is a question of law at the outset; extrinsic evidence is considered only if the contract is ambiguous.
- A contract with no fixed duration that grants either party an unconditional right to terminate by written notice is terminable at will.
- General prefatory language (e.g., statements about maintaining a “mutually satisfactory” relationship) does not override a specific, operative termination clause.
- An internal review or grievance mechanism for termination decisions does not, by itself, convert an at-will relationship into a for-cause arrangement.

## Conclusion

The court concluded that the Agent’s Agreement plainly allowed either party to end the relationship by written notice without cause, and neither aspirational preamble language nor an internal termination-review process imposed a for-cause requirement; summary judgment for State Farm was therefore affirmed.


Olander v. State Farm Mut. Auto. Ins. Co., 317 F.3d 807 (8th Cir. 2003) (en banc)