Full opinion text
FINDINGS OF FACT AND CONCLUSIONS OF LAW PRATT, District Judge. Plaintiffs’ Revised Third Amended Complaint (# 125) in this matter was filed on February 12, 2001. In the Complaint, Plaintiffs jointly allege that Defendant Allied Life Insurance Company (“Allied”) is liable for breach of contract, fraud by concealment, fraud by intentional misrepresentation, breach of contract for failure to pay commissions due, and willful failure to pay salary. Additionally, Plaintiff Wayne Mains (“Mains”) individually alleges that Allied breached insurance policy contracts and is liable for fraud and conversion. In an order dated June 25, 2001 (# 159), the Court entered judgment for Plaintiffs on their claim of failure to pay commissions due. Allied paid the Plaintiffs the amount of commissions it believed were owed. Specifically, Mains received $82,565.94 and Plaintiff Jeanes (“Jeanes”) received $60,296.52. See Ex. 106; Ex. 107; Ex. 108. The Court left for determination at trial the issue of whether additional commissions beyond those amounts were owed either Plaintiff. The parties entered into a stipulation to waive jury trial and present the matter to the Court on July 9, 2001 (# 174). Bench trial in this matter began on July 17, 2001. The parties were ordered at the conclusion of the trial to submit their closing arguments and proposed findings of fact and conclusions of law to the Court by August 8, 2001. Plaintiffs timely filed their closing argument (# 184) on August 8, 2001 (# 183). Defendant, however, did not file its closing argument until August 10, 2001, two days past the court-ordered deadline. While it would be within the Court’s discretion to disregard Defendant’s closing argument entirely on the basis of untimely filing, the Court declines to do so. The Court accepts the late filing based upon its exercise of discretion. Neither party filed a document specifically entitled “Proposed Findings of Fact and Conclusions of Law,” though the Court believes that the contents of such a document are essentially included in the parties closing arguments. The matter is fully submitted. I. RULING ON DEFENDANT’S MOTION IN LIMINE AND OTHER EVIDENTIARY ISSUES On July 6, 2001, Defendant Allied filed a motion in limine (# 167) raising several evidentiary issues. The Court deferred ruling on the motion until after trial. Defendant first seeks to have the Court exclude “any matters relating to statements made by Shawn Jeanes respecting conversations with Tom Van Fossen, concerning statements made by John Evans, Wendall Crosser, Jim Van Elsen, Paul McGillivray, John Duffy, Sam Wells, or any other Allied Life agents or executives regarding the issue of maximizing executive bonuses relating to the second cost of insurance increase.” Mot. in Limine at 1. Defendant contends that such statements are inadmissable hearsay not subject to an exception. Evidence at trial indicates that Tom Van Fossen resigned from the employment of Allied Life on April 1, 1997. He remained on the payroll pursuant to the terms of a severance package for approximately six months thereafter. Pursuant to Federal Rule of Evidence 801(d)(2)(D), a statement is not hearsay if the statement is offered against a party and is “a statement by the party’s agent or servant concerning a matter within the scope of the agency or employment, made during the existence of the relationship.” Because Mr. Van Fossen was not actually employed by Allied after his resignation date of April 1, 1997, any statement made by him after that date would be hearsay and inadmissible. Hence, the Court has not considered any evidence of statements allegedly communicated by Mr. Van Fos-sen after the date of his resignation for the truth of the matter asserted. Defendant next seeks exclusion of any statements made by Richard Kaufman regarding conversations with Tom Van Fos-sen. As indicated supra, the Court agrees that any evidence of statements by Van Fossen after his date of resignation constitutes inadmissible hearsay. Therefore, the Court has not considered any evidence of such conversations with Van Fossen for the truth of the matter asserted. Defendant also requests that the Court exclude any testimony relating to the policyholder class action suit initiated in California in 1998, including any testimony by Tim Dillon. Because Mr. Dillon did not testify and no issues regarding the 1998 action arose at trial, the Court believes this issue is moot. Defendant seeks exclusion of any matters relating to claims for damages resulting from the 1991 cost of insurance increase (“COI”). The Court agrees that, pursuant to its Summary Judgment Order dated July 10, 2000(# 81), claims relating to the 1991 increase are barred on statute of limitations grounds. Therefore, the Court will not consider any evidence relating to the 1991 increase. Defendant seeks to exclude any evidence regarding damages, other than ongoing earned commissions, beyond July 9, 1999, the date on which new Allied policies ceased to be written. The Court believes that Plaintiffs have presented competent evidence that it is possible that they could have earned additional first year commissions on dates after July 9, 1999. The Court believes such evidence is relevant to the issue of damages and therefore, overrules Defendant’s motion on this issue. Defendant’s request to exclude all evidence of lost profits is overruled. Plaintiffs, as part of their case in chief, have alleged that their resignations from Allied amounted to constructive discharge rather than voluntary terminations. Should Plaintiffs be able to prove their claims of constructive discharge, evidence relating to lost profits would be relevant and highly probative to any potential award of damages. Defendant seeks to exclude statements from Plaintiffs and their witnesses, including expert witnesses, regarding Plaintiffs claims for damages for lost commissions, due to “Plaintiffs’ failure to provide a foundation for their commission claims and failure to respond to Defendant’s discovery requests, and failure to substantiate the amount they believe they are owed.” The Court overrules this item of Defendant’s motion. Plaintiffs have stated a valid claim pursuant to the Iowa Wage Payment Collection Act and are entitled to present evidence to this Court to prove their claim. The Court does not believe Plaintiffs’ answers to Defendant’s propounded interrogatories are so lacking as to require exclusion of evidence supporting their claims regarding commissions, particularly in light of the fact that commission statements and other items upon which Plaintiffs would likely base their evaluation of commissions owed are maintained by Allied. Defendant seeks to exclude any statements or testimony from Plaintiffs and Plaintiffs witnesses, including experts, regarding Plaintiffs’ claims for damages apart from the damages expressly contracted for by the parties. The Court refers Defendant to its order of June 25, 2001 (# 159) wherein the Court indicated that there was no provision in the parties’ contract governing the rights of the parties upon breach of the contract by Allied and that future lost profits were a reasonable measure of damages in this case, should Plaintiffs be able to prove their claim. Therefore, Defendant’s motion as to this issue is denied. Defendant’s motion in limine requests the Court exclude any correspondence or statements between Plaintiff or Plaintiffs’ attorneys, and Defendant’s present or former attorneys regarding document production and commissions in this case. Defendant claims such items are irrelevant and contain settlement discussions. The Court, however, believes that such documents are highly probative of and relevant to the issue of intent under Plaintiffs’ Wage Payment Collection Claim. For that reason, the Defendant’s motion to exclude such evidence is denied. Finally, Defendant requests that the Court exclude the expert testimony of Scott Mowry pursuant to Daubert v. Merrell Dow Pharmaceuticals, 509 U.S. 579, 118 S.Ct. 2786, 125 L.Ed.2d 469 (1993). Federal Rule of Evidence 702 provides: “If scientific, technical, or other specialized knowledge will assist the trier of fact to understand the evidence or to determine a fact in issue, a witness qualified as an expert by knowledge, skill, experience, training, or education, may testify thereto in the form of an opinion or otherwise.” Fed.R.Evid. 702. The standard for the admissibility of expert testimony was clarified in Daubert. When faced with a challenge to the offer of scientific evidence or testimony, the trial judge must determine that “an expert’s testimony both rests on a reliable foundation and is relevant to the task at hand.” Id. at 580, 118 S.Ct. 2786. Daubert suggests that judges consider four factors in determining the admissibility of expert testimony: 1) whether the theory or technique has been or can be tested; 2) whether the principle has been subjected to peer review and publication; 3) whether the known or potential error rate of a certain scientific technique has been evaluated; and 4) whether there is general acceptance in the relevant scientific community. Id. at 593-94, 113 S.Ct. 2786. The Court believes that Mr. Mowry’s method of determining lost future profits using a method of projecting income based on historical growth rates is a relatively common technique for predicting lost income and is generally accepted within the scientific community.. Defendant’s own expert testified that projections are one of the methods used in doing business valuations. See Trial Tr. at 625. The mere fact that Defendant’s expert disagrees with growth rates applied in Mr. Mowry’s techniques in this particular case goes to the weight of the evidence rather than to its admissibility. Additionally, the Court believes that Mr. Mowry is qualified to make such projections. He holds a bachelor’s degree in economics from Claremont McKenna College, a master’s degree in business administration and finance and accounting from the University of Chicago, is a licensed certified public accountant in the State of California, and is one of the founders of a firm specializing in litigation consultation and business valuations. See Trial Tr. at 490-91. Additionally, Mr. Mowry is a member of the American Institute of CPAs, the California Society of CPAs, the Association of Certified Fraud Examiners, and is a candidate member of the American Society of Appraisers. See id. at 491. Given Mr. Mowry’s extensive background in making the type of projection he testified to at trial, the Court believes that Mr. Mowry is more than qualified as an expert in this matter and that his opinions will assist the Court in determining matters at issue in this trial. For these reasons, Defendant’s Daubert objection is overruled. A final matter concerns the Court’s deferred ruling on items of evidence offered at trial. These items are detailed in a document entitled Final Joint Exhibit List and Designation of Objections. The Court finds that Exhibits 1-8, 10-13, 15-26, 28, 30-32, 38-39, 48-54, 56, 69, 71, 76-77, 99-104, 106-08, 202-07, 209-11, 213, 217-18, and 221-28 have been offered, no objection has been mounted, and will be received by the Court into evidence. Additionally, Exhibits 9, 14, 47, 57-65, 78, 201, and 208 were withdrawn and will not be considered as evidence in this matter. Defendant has waived foundation, identification, and authenticity objections on the following items. Defendant, however, objects to the admission of these items on grounds of relevancy: • Exhibit 40: The Court agrees that this document is only relevant to the 1991 DAC tax increase. The Court has previously ruled that claims relating to the 1991 increase are barred by the Statute of Limitations. Therefore, the exhibit will not be received. • Exhibits 41 & 42: The Court believes that these exhibits are relevant for the purpose of showing Mr. Jeanes’ historical work record. The exhibits will be received for that limited purpose. • Exhibits 43-46: The Court believes these items are related to the 1991 increase and are irrelevant to the matters now before the Court. These exhibits will not be received. • Exhibit 105: The Court believes this document supports Plaintiffs’ claims that even after the point in time when Allied began to demand the return of Allied property, it continued to send additional mailings out to Plaintiffs. As such it relates directly to the issue of whether Allied withheld commissions in good faith. The item will be received. • Exhibits 109-112: Defendant objects to the admission of these exhibits on relevancy grounds and pursuant to Federal Rule of Evidence 408. The Court believes these documents are relevant to Plaintiffs’ claims under the Iowa Wage Payment Collection Act and to issues regarding Defendant’s claimed good faith basis for withholding Plaintiffs commissions. The exhibits are received. • Exhibits 115-121: The Court believes these items are relevant to Plaintiffs’ claims that Allied increased the cost of insurance in contravention of standard policy language. The exhibits will be received. Defendants object to the following Plaintiffs’ exhibits on the grounds of foundation and relevancy. Other objections to the exhibits are noted individually: • Exhibit 27: Plaintiff offers this exhibit to demonstrate Allied’s treatment of policyholders. The Court does not believe that these documents make any disputed fact in this case more or less likely than it would be without the evidence. Therefore, the exhibits will not be received. • Exhibit 29: The notes in this exhibit reflect a telephone conversation with Tom Van Fossen. While Defendant did not object on grounds of hearsay, the Court believes that such an objection was included in Defendant’s motion in limine. Because Tom Van Fos-sen was not an agent of Allied on the date of this conversation, this evidence is hearsay. The document will be received, though it is not admissible for the truth of the matter asserted. • Exhibits 33-34. These exhibits are admitted. To the extent they reflect conversations with Tom Van Fossen at a point that Van Fossen was not an agent of Allied, however, the items are hearsay and will not be considered for the truth of the matter asserted. • Exhibits 35-37. These items relate to the class action lawsuit Sled against Allied. The Court does not believe that these documents make any disputed fact in this case more or less likely than it would be without the evidence. Therefore, the exhibits will not be received. • Exhibits 66-68 & 70: These items relate specifically to Plaintiffs’ asserted damages. As such, they are relevant, adequate foundation was laid at trial, and the exhibits are received. • Exhibits 79-98. The Court believes these items are relevant and highly probative of Plaintiffs Iowa Wage Payment Collection Claim. The exhibits are received. Plaintiffs object to the following Defense exhibits on the grounds of foundation and relevancy: • Exhibit 215: The Court believes this document is relevant to Defendant’s assertion that Mr. Mains resigned voluntarily. The exhibit is received. • Exhibit 216: This document duplicates a portion of Plaintiffs’ Exhibit 109 which was received into evidence. The exhibit will not be received. • Exhibits 219 & 220: The items are received as they are probative and relevant to Defendant’s efforts to rebut Plaintiffs’ damage claims. II. FINDINGS OF FACT The Court finds the following facts to be undisputed, based on the pleadings of the parties and the record now before the Court: 1. Shawn Jeanes is an individual residing in the state of California. See Doc. 125 at 1; Doc. 141 at 1. 2. Wayne Mains is an individual residing in the State of California. See Doc. 125 at 1; Doc. 141 at 1. 3. Jeanes and Mains both served as Regional Directors for Allied. See Doc. 125 at 1; Doc. 141 at 1. Mains entered into an Agent Contract on August 22, 1994. See Ex. 1. Jeanes entered into an Agent Contract on May 23, 1996. See Ex. 2. Both Contracts contain an item numbered 3(b) which states: “Good Faith: Both parties will, at all times, act in good faith when dealing with our policyholders and each other. You will not make any actions that suggest or encourage any policyholder to surrender or lapse any policy or to cease premium payments. Any such activity gives us the right to terminate this Agreement for cause.” Ex. 1 at 3; Ex. 2 at 3. 4. Mains owns four life insurance policies issued by Defendant. The policy numbers and face values are as follows: Policy #TC 0141569 for $250,000; Policy # IN 0174566 for $250,000; Policy #IN 0094793 for $50,000; and Policy # IN 0094794 for $50,000. See Doc. 125 at 1-2; Doc. 141 at 1; Exs. 3-6. Mains paid all premiums due and performed all obligations under these policies. See Doc. 125 at 17; Doc. 141 at 6. 5. Allied is a corporation organized and existing under the laws of the State of Iowa, with its home office located in Des Moines, Iowa. See Doc. 125 at 2; Doc. 141 at 1. Allied conducts business relating to insurance in Los Angeles County, California. See id. 6. Allied became a publicly held corporation in November 1993. See Trial Tr. at 27 (Crosser); Ex. 7 at 1. 7. Wendell Crosser worked for Allied from August 1993 to March 1999 in the position of Vice President and also as Treasurer through his role as Chief Financial Officer. Trial Tr. at 26. 8. Don Iverson was employed as a financial actuary for Allied from December 30, 1993 until May 1, 1995. Trial Tr. at 106 (Iverson). From May 1, 1995 to late October 1999, Iverson was employed as Chief Actuary for Allied. Id. 9. Tom Van Fossen began employment with Allied on November 8, 1993 as Vice President and Chief Marketing Officer. Trial Tr. at 279-80 (Van Fossen). On July 1, 1996, Van Fos-sen became Vice President of life insurance and annuity production for the company’s Property and Casualty division. Id. at 280. Van Fossen resigned from Allied on April 1, 1997, though he remained on the Allied payroll until approximately late August 1997. Id. at 278-79. 10. Jim Van Elsen worked for Allied as Chief Actuary from February 1989 until approximately late April 1995. Trial Tr. at 548 (Van Elsen). 11. Sam Wells was President of Allied during the time frame of approximately October 1988 to October 1998. Wells Dep. at 8. 12. John Duffy began as Allied’s Vice President of Finance in October 1990. Duffy Dep. at 7-8. In November 1993, Duffy became Vice President of Administration. Id. at 7. Both of these positions required Duffy to report directly to the President of Allied, Sam Wells. Id. at 10. In March 1998, Duffy became Director of Life and Marketing and began reporting directly to Rick Berg. Id. at 10-11. 13. During Sam Wells’ tenure as President of Allied, Richard Kaufman became an officer of the company, beginning as Assistant Vice President, then moving on to become Vice President of Marketing and Sales for the Western Region. Kaufman Dep. at 6-7. Beginning October 16, 1997, Kaufman became a Regional Director for Allied. Id. at 5. 14. Shortly after Allied went public, in approximately January 1994, a meeting was held on the Fourth Floor of Allied. Trial Tr. at 28 (Crosser); 284 (Van Fossen); Wells Dep. at 14-15. In attendance at that meeting, among others, were Sam Wells, John Duffy, Jim Van Elsen, Wendell Crosser, Tom Van Fossen, and John Evans, a member of the Board of Directors of Allied. Wells Dep. at 15; Trial Tr. at 27-28, 32-83 (Crosser). Those in attendance at the meeting were informed that the company’s short term incentive plan, fundamentally the company’s executive bonus plan, would change effective January 1,1994. Id. 15. The new bonus plan was to be 75% based on the company’s earnings per share and 25% on company growth. Ex. 11; Trial Tr. at 30-31 (Crosser). The Threshold for the earnings per share portion of the plan was $1.50, the Goal was $1.60, and the Maximum was $1.70. Id. If the threshold number was not met, then the executives would not receive the profit portion of the incentive plan for the year in which the threshold was not met. Trial Tr. at 31 (Crosser). 16. Wendell Crosser testified that when he received information that the threshold number in the new bonus plan was $1.50, he already knew that the earnings per share figure for the year 1993 was $1.45, a figure $0.06 below the threshold required for the bonus plan in 1994. Trial Tr. at 40-41. Crosser also testified that approximately $100,000 of earnings to Allied in its universal line of business results in approximately a one penny increase in the company’s earnings per share. Trial Tr. at 41. 17. In 1995, the threshold for earnings per share under the terms of the bonus plan increased to $1.80. Trial Tr. at 58 (Crosser). 18. After the executive meeting on the Fourth Floor in January 1994, several executives rode together in the elevator down to the first floor. Wendell Crosser testified that he does not remember riding in the elevator after the meeting or any conversation that may have taken place therein. Trial Tr. at 34. Sam Wells also testified that he did not recall whether or not he rode down in the elevator on that occasion and that he did not recall any conversation which may have occurred therein. Wells Dep. at 31-32. Tom Van Fossen, however, testified that he, Van Elsen, Duffy, Wells, Crosser and perhaps Marla Franklin rode down on the elevator after the meeting. Trial Tr. at 288. John Duffy also testified that Wells, Crosser, Van Elsen, Van Fossen, and himself were in the elevator after the meeting. Duffy Dep. at 29-30. The Court believes by a preponderance of the evidence that Wells, Van Elsen, Van Fossen, Duffy, and Crosser were present in the elevator. 19. Tom Van Fossen testified that, in the elevator, someone commented that “It’s going to be really tough to reach our goal.” Trial Tr. at 288. Van Fossen further testified that “goal” referred to the earnings per share and revenue numbers outlined at the Fourth Floor meeting. Id. 20. After exiting the elevator, Van Fos-sen testified that he, Crosser, Van Elsen, Duffy, Wells, and possibly McGullivrey went to Mr. Van El-sen’s office and discussed raising the cost of insurance. Trial Tr. at 290. Van Fossen stated that Van Elsen said “I could probably find a way to get 5 or 6 cents a share” by raising the cost of insurance on some policies. Id. 21. Van Fossen testified that approximately one-half hour after the meeting in Van Elsen’s office, he had another meeting with Van El-sen regarding how a cost-of-insurance increase would impact officer bonuses. Id. at 293. In that meeting, Van Fossen claims that several methods were discussed regarding boosting earnings per share and the growth part of the bonus, but that mortality was never discussed. Id. at 293-95. 22. On January 18, 1994, an order was given to increase the cost of insurance on universal life policies by 2%. See Ex. 16. Due to other factors at the company, the COI increase was not actually implemented on those policies until September 1994. Trial Tr. at 54 (Crosser); 116-17 (Iverson). The 2% increase became effective on affected policies beginning in September 1994, as each individual policy reached its anniversary date. Id. 23. The basis for raising the COI by 2% is in dispute. Crosser testified that he believed the increase was made because of legal changes affecting the insurance industry’s standards of interest maintenance reserves, asset valuation reserves, and risk based capital. Trial Tr. at 68-69. This belief was founded on Van Elsen’s actuarial opinion on nonguaranteed elements that was filed with the state insurance department in February 1994. Id. at 69. Crosser also testified that at a regional directors meeting in 1994, Wells indicated that the COI increase was based primarily on risk-based capital. Id. Crosser stated • that during a meeting with Wells and Van Elsen, Van Elsen told him that the 2% COI increase was based on mortality, though he admitted that the 1993 and 1994 annual reports should state whether a COI takes place because of mortality and that the reports did not do so. Id. at 99-103; see also Ex. 16; Ex. 17. 24. From September 1994 to December 31, 1994, the 2% COI increase brought approximately $50,146 into Allied. See Ex. 21. 25. Crosser testified that the COI increase in 1994 had no impact on executive bonuses for the 1994 year. Trial Tr. at 72. Crosser testified that for 1995 total compensation, if the 2% COI had never occurred, his own compensation would have been 3% less, Van Fos-sen’s total compensation would have been 3.2% less, and Wells’ total compensation would have been reduced by 3.7%. Id. at 73-75, 88. Crosser testified that the impact on his bonus for the year 1995 was approximately 11.81%. Id. at 92. Crosser testified, however, that he believes the 1995 bonuses were impacted only because of an anomaly in the numbers. Id. at 74. No bonuses were paid in 1996 because the company failed to meet its threshold level. Id. at 73. 26. From January 1, 1995 to March 10, 1995, the 2% COI increase brought approximately $12,254 into Allied. See Ex. 21. 27. Jeanes and Mains each testified that he first learned of the 2% COI increase at a Regional Directors meeting in Des Moines, Iowa in February 1995. Trial Tr. at 180 (Jeanes), 369 (Mains). Jeanes claims that he and other regional directors at the meeting were surprised that there had been additional increases in mortality. Id. at 180. At the meeting, Jeanes claims he asked when the increase had been implemented and why, but Van Fossen and other executives were unable to provide any information. Id. at 180-81. Shortly after the meeting, Jeanes went to speak to Van Elsen about the COI increase. Id. at 181. Jeanes testified that Van Elsen became upset and stated, “It wasn’t all me, and, you know, it was something that I really didn’t feel totally comfortable doing.” Id. at 182-88. Jeanes further testified that Van Elsen told him that Wells had pressured him into “taking more than he felt comfortable doing.” Id. at 183. Mains testified that a few days after the regional directors meeting, he was working with Van Fossen, Rick Berg, and Wells when the COI increase came up. Id. at 371. Wells reportedly said the increase was necessary and left the room and Van Fossen also indicated the increase was necessary. Id. at 371. 28. Crosser testified that, in early 1995, he became aware that there was emerging law regarding whether insurance companies can increase COI for reasons other than mortality if policies have language in them saying that the COI will be increased based on expectations as to future mortality experience. Trial Tr. at 51, 653. 29. In approximately April 1995, during a company trip to Paris, Jeanes testified that he asked Wells about the COI increase but that Wells refused to discuss it. Id. at 185. 30. After the trip to Paris, Jeanes testified that he spoke to Richard Kaufman about the increase who also was unable to provide him any information. Id. at 186-87. After this meeting, Jeanes essentially dropped the topic because of his inability to get his questions answered. Id. at 187. 31. The 2% COI increase was discontinued on April 17, 1995. Id. at 57 (Crosser), 118 (Iverson), 569 (Van Elsen). Had the increase not been discontinued, additional policies reaching there anniversary date would have been affected, more money would have been brought into Allied, and more impact on earnings per share would have been seen. Id. at 57 (Crosser). The increase in COI was “rolled back” to pre 1991 levels because of the business risk involved in continuing a 1991 8% increase and the 1994 2% increase in light of emerging law, specifically the Philadelphia Life case. Trial Tr. at. 118 (Iverson), 569-70, 572 (Van Elsen). Each impacted policy had the COI “rolled back” to pre 1991 levels on their policy anniversary date, beginning with policies with anniversary dates of April 17, 1995. Id. at 119 (Iverson). 32. Mains testified that about 30 days after the “roll-back,” he discussed with Wells how Allied was going to put the money from the COI increase back in the affected policies. Id. at 372. Mains testified that Wells told him the company was not going to return the money from the COI increase. Id. 33. Several times between April 1995 and June 1996, Mains testified that he brought the issue of returning the COI increase money to policyholders up with executives of Allied, specifically Wells, Van Fossen, and Van Elsen. Id. at 373. Mains indicated that he felt two classes of policyholders had been created by the COI increase. Id. at 374. Wells reportedly informed Mains that nothing Allied had done was improper and that the policy contracts allowed Allied to change mortality. Id. 34. On July 23, 1996, Mains wrote a letter to the Chairman of Allied’s Board of Directors, John Evans, in which he indicated his belief that the COI increase had created two classes of policyholders and discussed his inability to reach a resolution regarding returning the money charged to policyholders with Sam Wells. Id. at 379; Ex. 22. The letter also stated, “We have had no adverse mortality to justify these increases in the cost of insurance.” Ex. 22. Mains testified that he based this statement on Van Elsen’s numerous comments to him that the 1994 COI increase was not based on mortality and on Sam Wells’ statement that Allied had very favorable mortality with reinsurers. Trial Tr. at 380-81 (Mains). Evans did not respond to Mains’ letter nor did he return Mains’ phone calls. Id. at 383. 35. On July 29 and 30, 1996, Mains and Wells again discussed the COI issue and Wells informed Mains that the particular block of policies charged with the COI increase wasn’t doing well as a whole. Id. at 383-84. Wells promised Mains that he would reexamine the issue of crediting money back to the policyholders and gather costs involved in such a project within 7-10 days. Ex. 23. 36. At some point in time after Wells’ promise, Mains participated in a telephone conversation with Wells and Iverson who, according to Mains, told him that they didn’t need to adjust anything. Id. at 394. Mains threatened to report the situation to the insurance commissioners. Id. Wells indicated that Allied could not put the money back into the individual policies because of the difficulty involved, but brought up the idea of crediting an extra five basis points to universal life policies. Id. at 394-96. Mains agreed. Id. at 396. 37.Both Jeanes and Mains testified that in June 1997, they each received a phone call from Richard Kaufman. Id. at 187 (Jeanes), 396 (Mains). Kaufman allegedly relayed to Mains and Jeanes a conversation he had had with Tom Van Fossen. Id. Kaufman reportedly told the two that Van Fossen had informed him of the fourth floor and elevator meetings and that the 2% COI increase was made for the purpose of increasing mortality to reach maximum bonus levels. Id. at 190 (Jeanes), 396-97 (Mains). Kaufman testified at deposition that he repeatedly tried to get information about the cost of insurance increases from Sam Wells and Jim Van Elsen, but they never responded. Kaufman Dep. at 15-18. Kaufman further testified that Jim Van Elsen told him on one occasion that “he just couldn’t tell me anything, that he would lose his job if he did.” Id. at 18. Kaufman also testified that in a conversation with Tom Van Fossen, Van Fossen told him of the Fourth Floor and elevator meetings. Id. at 20-21. Van Fossen reportedly told Kaufman that executives were concerned at that meeting about how to maximize bonuses and in the elevator ride, Jim Van Elsen commented that bonuses could be maximized through a small COI increase on certain products. Id. at 21. Kaufman also testified that Wells told Van Elsen “to do it.” Id. at 21; see also Ex. 33. Contemporaneously with his conversation with Mr. Van Fossen, which Kaufman claims took place 30-60 days before Van Fos-sen left the employ of Allied, Kaufman took notes of the conversation which support his testimony. Kaufman Dep. at 26; Ex. 34. Mains and Jeanes both testified at trial that they followed up on the information they received from Kaufman directly with Tom Van Fossen and that they received the same information directly from Van Fossen. Trial Tr. at 190, 202 (Je-anes), 397 (Mains). 38. Tom Van Fossen testified that he did not tell Kaufman that the COI increase in 1994 was implemented to maximize executive bonuses. Trial Tr. at 332. Rather, Van Fos-sen testified that the COI increases were put in specifically on a block of business that had claims. Id. at 333. Van Fossen also testified that he told Jeanes that the COI increase was implemented to make a dead block of business more profitable and that the notion that COI was increased to maximize bonuses was ridiculous. Id. at 333-34. Finally, Van Fossen testified that at the time he spoke to Mr. Jeanes, he was receiving severance compensation from Allied, but was no longer employed by the company. Id. at 337. 39. Mains and Jeanes both testified that the information they received from Richard Kaufman was confirmed by John Duffy in approximately June 1997. Id. at 191 (Je-anes), 397 (Mains). Duffy testified in deposition that in the elevator ride from the fourth floor meeting, Jim Van Elsen suggested increasing COI to gain some GAAP revenues and earnings per share. Duffy Dep. at 29. Duffy also testified that Van Elsen stated that the 2% COI increase would be a good way to help meet the goals that were set and that it would be “fairly seamless to policyholders.” Id. 40. Mains testified that he received the name of an attorney who handled the class action lawsuit against Philadelphia Life Insurance Company, Timothy Dillon, from Mr. Kaufman during their earlier conversation. Trial Tr. at 398. Mains contacted Dillon and arranged a meeting with Dillon, Mains, and Je-anes in approximately the end of June 1997. Id. at 399-400. Mains procured -annual statements from different Allied policies for Dillon so that Dillon could assess the situation and met with him approximately a month later. Id. at 400-01. During this time period, Mains alleges that Wells told him that “no officer from Allied ever gained anything from [the cost of insurance increases] financially.” Id. at 401. 41. Mains and Jeanes sent letters of resignation to Allied on January 9, 1998. See Ex. 30; Ex. 31. Both testified that they believed that Allied had violated clause 3(b) of their agency agreements requiring the parties to act in “good faith” towards one another and their policyholders. Trial Tr. at 204 (Jeanes), 403 (Mains). 42. Allied continued to pay Mains and Jeanes commissions after their resignations for approximately a few weeks to a few months. Id. at 205, 414. After that time, Allied ceased payment of commissions to both Je-anes and Mains. Id. 43. Allied claims that it refused to pay further commissions to Jeanes because of his failure to return materials to Allied. On March 25, 1998, Jeanes sent a letter to his attorney requesting that she communicate to Allied that he had returned or discarded all materials belonging to Allied. See Ex. 81. Allied responded via a letter dated April 1, 1998 stating that Jeanes still had policyholder cards, spreadsheets, software and reports. See Ex. 83. Additionally, Allied expressed concern over Je-anes’ involvement with pending litigation against Allied and over his alleged involvement with the surrender of an Allied insurance policy. See Ex. 83. Jeanes denied possession of any Allied materials and denied involvement in any negative information about Allied in a letter dated April 2, 1998. See Ex. 84. 44. Allied alleges that it refused to pay further commissions to Mains for substantially the same reasons that it refused to pay Jeanes, i.e., failure to return materials, encouraging replacement of Allied policies, and involvement with pending litigation. Trial Tr. at 415-17. Mains also corresponded with Allied through counsel to indicate that he did not have any materials belonging to Allied, nor had he ever encouraged replacement of Allied policies. Id. at 416-17; see also Ex. 82. 45. Allied claims that Mains and Je-anes “encouraged” policyholders to replace Allied policies through newsletters sent out by their private firms. In one example, Je-anes states in a newsletter, “Some companies raised mortality costs and never bothered to inform policyholders of this action. We refuse to promote carriers that have engaged in this practice....” Ex. 101. In a newsletter from Mains was a brief article indicating that Mains had resigned from Allied and that a class action suit was filed against Allied on January 20, 1998. Ex. 101. Mains and Jeanes deny ever having encouraged any Allied policyholder to replace their policies with those from another company. 46. Despite repeated correspondence between the parties, Allied never “turned-on” Mains’ and Jeanes’ commissions. Mains and Jeanes both allege, however, that Allied offered to resume payment of their commissions if they would drop their lawsuits against Allied. Id. at 214; see Ex. 89. 47. Allied ceased selling new life insurance policies on July 9, 1999, because of the sale of Allied to a company called Swiss Re. See Trial Tr. at 22. 48. On October 1, 1999, Computer Science Services took over as administrator of Allied Life policies and also assumed responsibility for regional directors’ commission statements. Trial Tr. 600-01. 49. Just prior to trial, on June 14, 2001, Reassure America Life Insurance Company, the company which Allied merged into, issued a check for $82,565.94 to Wayne Mains for payment of past commissions. See Ex. 106. A check was issued to Shawn Jeanes on the same day for $56,425.16 for past commissions. See Ex. 107. A second check was issued to Shawn Jeanes on June 14, 2001 for $3871.36. See Ex. 108. III. CONCLUSIONS OF LAW A. Plaintiffs’ First Cause of Action: Breach of Contract and Plaintiff Mains’Fifth Cause of Action: Breach of Insurance Policy Contracts Mains and Jeanes first allege that Allied breached the terms and provisions of their agency agreements by failing to act in good faith relative to policy holders by substantially adjusting the cost of insurance rates of life insurance policies from 1991 to the present when the adjustment did not relate to any change in the mortality experience of Allied. Rather, Plaintiffs allege, Allied adjusted the cost of insurance to generate additional revenue for the. company so that executives of Allied could maximize their bonuses. Plaintiffs claim that raising the cost of insurance for a reason other than a true change in the overall mortality experience of the company violates express language in many policies that the “[mjonthly cost of insurance rates will be determined by us based on our expectations as to future mortality experience.” See Ex. 4, p. 9; Ex. 5, p. 7; Ex. 6, p. 7. Plaintiffs further claim that Allied made no effort to reveal the cost of insurance increase to its policyholders, that it intentionally concealed the increase from its policyholders and Regional Directors, and that it intentionally concealed the true reasons for implementing the increase. Plaintiff Mains, individually, contends that Allied breached his insurance policy contracts by raising the cost of insurance by 2% in 1994 in direct violation of a provision in life insurance policies that he holds which reads as follows: Cost of Insurance Rate. The Cost of Insurance Rate is based on the sex, attained age and rate class of the Insured. Attained age means age on the prior Policy Anniversary. Monthly cost of insurance rates will be determined by us based on our expectations as to future mortality experience. However, the cost of insurance rates will not be greater than those shown in the Cost of Insurance Rate Table. Any change in the Cost of Insurance Rate Table will apply uniformly to all members of the same class. See e.g. Ex. 4, p. 9; Ex. 5, p. 7; Ex. 6, p. 7 (emphasis added). Because the two Counts of the Complaint are substantially related in the Court’s analysis, the Court will first address the issue of whether Allied breached its insurance contract with Mr. Mains. The Court will then consider Plaintiffs’ claims that Allied breached the terms of their Agency Contracts. To establish a breach of contract action in Iowa, “the complaining party must prove: (1) the existence of a contract; (2) the terms and conditions of the contract; (3) that it has performed all the terms and conditions required under the contract; (4) the defendant’s breach of the contract in some particular way; and (5) that plaintiff has suffered damages as a result of the breach. A party breaches a contract when, without legal excuse, it fails to perform any promise which forms a whole or a part of the contract.” Molo Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224 (Iowa 1998) (citations omitted). 1. Breach of insurance policy contracts With regards to Mr. Mains’ personal insurance policy contracts with Allied, there is no dispute that the first three elements required to prove breach of contract have been satisfied. Mains had valid universal life insurance policies with Allied, all with virtually identical terms. The terms and conditions of those contracts are laid out within the four corners of the contracts and Mains has done what he is required to do under the contracts. The question for the Court to consider, then, is whether the provision of the contract stating “[m]onthly cost of insurance rates will be determined by us based on our expectations as to future mortality experience” precluded Allied from raising the cost of insurance for reasons other than its expectations as to future mortality experience. Under Iowa law, a primary principle of interpretation of insurance contracts is that the language of the insurance contract “must be given its common and ordinary meaning and must be construed as popularly understood.” Langlas v. Iowa Life Ins., 245 Iowa 713, 63 N.W.2d 885, 887 (Iowa 1954). When the language in an insurance contract is equivocal or ambiguous, the rules of contract interpretation require the court to construe the language strictly against the insurer and in favor of the insured. Id. (citing Walters v. Mutual Benefit Health & Accident Association, 208 Iowa 894, 224 N.W. 494, 496 (Iowa 1929)). The latter rule will only be brought into play if the intent of the parties is not clear when the contract is viewed as a whole or if there are conflicting terms within the contract. Id. Several executives of Allied testified at trial that they believed that the cost of insurance could be increased for any reason, and that the company was not limited to increasing the cost of insurance only for changes in expectations of mortality. Sam Wells testified that he believed Allied was allowed to increase the cost of insurance, in policies containing the language cited above, for reasons including solvency, capital and surplus issues, and for mortality. See Wells Dep. at 89-90. Allied states in its closing argument that “the life insurance industry in general believed that the COI on universal life policies could be increased for reasons other than mortality” and that Allied “had no basis for believing it could not make the COI increases for DAC tax and Risk Based Capital reasons.” Def.s Closing Arg. at 6. Yet, the plain language of the policies appears to provide no basis for increases in the cost of insurance other than increases due to expectations of future mortality. There is no language included in the above portion of the policy indicating that expectations of future mortality are merely one factor upon which a cost of insurance increase may be founded. The mere fact that it was generally accepted policy in the insurance industry to raise COI in universal life policies for a multitude of reasons is not conclusive. Rather, as with any contract, the plain language of the contract governs the rights and responsibilities of the parties under the contract. The Court can find no other language in the policy which even presents the possibility that Allied can change the cost of insurance for reasons other than mortality experience. Thus, there are no conflicting terms which this court must interpret and there is no ambiguity about the way that the contested term is phrased. Here, the plain language of the contract only allows Allied to change the cost of insurance for increases in the companies expectations as to future mortality. Having found that the policy language cited is unambiguous and acted to restrict Allied from increasing the COI for reasons other than changes in expectations of future mortality, the Court must now turn to the issue of whether the 1994 2% COI increase was based on an expected increase in mortality or whether the increase was made for other reasons. Allegations have been made at trial that the COI increase was implemented to increase executive bonuses. Several Allied executives vehemently deny this allegation. Sam Wells specifically testified that he told regional directors at an annual meeting that Allied was “going to have a 2 percent increase and it was related to risk-based capital and surplus concerns.” Wells Dep. at 106. Wendell Crosser testified that he believed the 2% increase was implemented because of changes in 1993 dealing with interest maintenance reserves, asset valuation reserves, and risk-based capital. Trial Tr. at 68-69. Tom Van Fossen testified that he believed the COI increase was implemented to make a dead block of business more profitable. Id. at 333. Jim Van Elsen testified that he believed the COI increase was implemented to ensure that new risk-based capital requirements were met. Id. at 588. On the other hand, there was also testimony at trial that if a COI increase based on mortality was made, it should have been reflected in Van Elsen’s actuarial opinions filed with the state insurance regulators. Id. at 100-101. No mention of mortality appeared in that document. See Ex. 16. John Duffy testified that he was convinced the increase was made to maximize executive bonuses and not for any actual increase in mortality. See generally Duffy Dep. at 28-32. Don Iverson testified that Van Elsen specifically told him at one point that no changes in mortality had occurred. Trial Tr. at 139. Iverson was not even asked to do a study regarding increases in mortality until approximately March of 1995, a full six months after the COI increase had already been put in place, and notably after word had spread that a class action suit was to be filed against Allied. Trial Tr. at 135. Iverson also testified that Wells asked him to review the mortality study after the class action suit was filed and appeared to find justification to say the 1994 increase was due to mortality once Iverson presented him with results indicating that there had, in fact, been an increase in mortality. Id. at 136-37. Significantly, the Court believes that Allied presented very little evidence that the 1994 2% COI increase was related solely to mortality as the cited policy contract language dictates. Indeed, it is troubling that with only five or so executives making the determination that a COI increase should be implemented, each seems to have a different understanding of precisely what the reasons for the increase were. One executive’s statement that the increase was made for mortality was, at every turn, countered by another executive’s statement that the increase was made to increase earnings per share or GAAP revenue, or that the increase was made to cover reserves and risk-based capital requirements under new legislation, or even that the increase was made to maximize executive bonuses. The Court found much of the testimony of executives of Allied who participated in the 2% COI increase to be evasive and quite uncooperative with efforts to determine the true nature of the increase. The Court is convinced by a preponderance of the evidence that the 1994 2% COI increase was not implemented solely for reasons of an increased company expectation of mortality. As such, this violates a specific provision of the terms of Mr. Mains universal life policies. Accordingly, the Court believes that Allied breached the provisions of Mr. Mains’ insurance policy contracts. Mr. Mains seeks an award of $485.84 plus prejudgment and prefiling interest. However, the Court is convinced that Mr. Mains waived his right to recovery for breach of the terms of his insurance policy when he verbally accepted Mr. Wells’ offer to increase the interest rate on affected policies by five basis points. The evidence supports the conclusion that, because Mr. Mains’ policy was affected by the 2% increase, it was also credited with the five basis point adjustment. Because Mr. Mains agreed to this adjustment as an adequate way to compensate policyholders for the wrongful increase, the Court does not believe an award of damages is appropriate. 2. Mains’ and Jeanes’ Breach of Contract Claim, Plaintiffs allege a breach of their Agency Agreements with Allied life insurance. While both Plaintiffs had entered into several such agreements, the specific contracts sued on are: the Agreement Mr. Mains signed on August 22, 1994 and the Agreement Mr. Jeanes signed on May 23, 1996. See Ex. 1; Ex. 2. Mains and Jeanes rely on a provision present in each of their contracts to make their claim for breach of contract. That provision is encompassed in paragraph (3)(b) which reads: Good Faith. Both parties will, at all times, act in good faith when dealing with our policyholders and each other. You will not make any actions that suggest or encourage any policyholder to surrender or lapse any policy or to cease premium payments. Any such activity gives us the right to terminate this Agreement for cause. The parties do not dispute that a contract was formed between Wayne Mains and Allied Life on August 22, 1994. See Ex. 1. Nor do the parties dispute that a contract was formed between Shawn Je-anes and Allied on May 23, 1996. See Ex. 2. There is also no dispute that each contract required the parties to act in good faith in dealing with policyholders and with one another. See Ex. 1, para. 3(b); Ex. 2, para. 3(b). There has also been no argument that either Jeanes or Mains were negligent in the performance of their duties under the terms of the contract up to the date of their resignations, January 9, 1998. There is, however, significant dispute over the fourth element required to prove a breach of contract claim, i.e., whether Allied breached its contracts with Jeanes and Mains in some particular way. Plaintiffs argue that Allied clearly violated the good faith clause in their contracts in several ways. Specifically, Plaintiffs argue that Allied: 1) raised the COI by 2% to maximize executive bonuses; 2) raised the COI by 2% for reasons other than “expectations of mortality”; 3) hid the increases from the policyholders; 4) hid the truth about the increases from the Regional Directors of Allied; and 5) engaged in a course of conduct intended to materially misrepresent the truth behind the reasons for the 2% COI increase. See Pl.’s Closing Arg. at 19. Defendant argues that Plaintiffs cannot prove that any alleged breach of contract occurred during the existence of their 1994 and 1996 agency agreements. “Any alleged bad faith conduct occurring before Plaintiffs executed their 1994 and 1996 Agreements is irrelevant to Plaintiffs’ breach of contract claims because neither party had an obligation at that time to perform under the 1994 and 1996 Agreements.” Def.’s Closing Arg. at 3. Thus, Defendant believes that Plaintiffs’ claim for breach of contract must fail. The Court disagrees with Defendant’s reasoning. As a preliminary matter, Defendant’s reasoning simply cannot be applicable to Plaintiff Mains. Mains entered into his renewal contract with Allied on August 22, 1994. While a decision was made as early as January 1994 to increase the cost of insurance, testimony at trial clearly revealed that the COI increase was not actually implemented until September 1994. Thus, even assuming the breach of contract could only have occurred at the moment the 2% increase was implemented, such a breach would still have occurred after Mr. Mains entered into his contract with Allied. The Court does not, however, believe that breach of contract could only have occurred at the precise moment the 2% COI increase was implemented. As the Court noted in its ruling on Defendant’s motion for summary judgment, there is some evidence in the record indicating that Mains and Jeanes did not learn the true nature or extent of the increase in the COI until approximately June 1997, when they received phone calls from Richard Kaufman disclosing information he had allegedly learned from Allied executive Tom Van Fossen. It is clear that Mr. Mains believed as early as July 23, 1996 that the increase was not made because of an increase in mortality. See Ex. 22 (“We have had no adverse mortality to justify these increases in the cost of insurance.”) However, the record indicates that, while Mains and Jeanes were suspicious of the circumstances surrounding the increase, they did not actually suspect until 1997 that the increase was made in an effort to maximize executive bonuses. The duty of good faith encompassed in the 1994 and 1996 contracts could have been breached by an ongoing effort by Allied to deceive its policyholders, Mains, and Jeanes regarding the actual circumstances surrounding the COI increase. Jeanes and Mains mere knowledge that a COI increase had taken place does not preclude them from going forth on their claims that the good faith provision of their agency contracts was violated by Allied’s deception. The Court now turns to the specific question of whether Allied breached the Good Faith provision of its Agency Agreements with Mr. Jeanes and Mr. Mains by attempting to cover-up the fact that an increase in the COI was made as well as the true reasons for the increase. Evidence was relatively overwhelming at trial that Allied made no effort to notify policyholders that a COI increase had taken place. Duffy testified that there was absolutely nothing in the policyholders annual statements that would indicate that COI had increased or by how much. See Duffy Dep. at 61. Van Elsen also confirmed that policyholders were not notified. Trial Tr. at 9. There was even testimony that when Van Elsen mentioned the COI increase to the other executives in the elevator, that he stated “it would be fairly seamless to the policyholders.” Duffy Dep. at 29. Even Regional Directors did not know that a COI increase had occurred in September of 1994 until the Regional Director’s meeting in February 1995. There was ample testimony from Jeanes, Mains, and Kaufman that when they inquired as to precisely why the increase was imposed they were given no information, were told it was “none of their business” or were otherwise stonewalled. As noted, both Je-anes and Mains suspected that there had been no actual increase in Allied’s expectations of mortality, yet neither admits to suspecting a plan by the executives to raise the COI solely to maximize their bonuses until each spoke to Richard Kaufman in June 1997. Mains and Jeanes took some time to confirm in their own minds the information Kaufman had given them, both with Duffy and with Van Fossen himself. Each resigned on January 9, 1998, allegedly in protest over Allied’s actions. There is no dispute in the record that Mains and Jeanes did not resign immediately upon learning of the alleged wrongdoing of Allied, nor is there any dispute that each stayed with Allied until a point in time after they received their bonuses for the year 1997. The Court believes, by a preponderance of the evidence, that Allied breached its contract with both Mr. Mains and Mr. Jeanes by failing to act in good faith towards its policyholders and towards Mr. Mains and Mr. Jeanes. Specifically, the Court finds convincing the testimony that an elevator meeting did take place with Wells, Van Fossen, Van Elsen, Duffy, and Crosser. The Court believes that discussion was had and a decision was ultimately made to increase the cost of insurance for reasons other than an increase in mortality expectations. What’s more, the Court believes the testimony at trial is clear that Allied did not reveal reasons for the cost of insurance increase to its regional directors or to its policyholders. Good faith is sometimes characterized as “faithfulness to an agreed common purpose and consistency with the justified expectations of the other party....” Kooyman v. Farm Bureau Mut. Ins. Co., 315 N.W.2d 30, 34 (Iowa 1982). Good faith “excludes a variety of types of conduct characterized ... as involving ‘bad faith’ because they violate community standards of decency, fairness or reasonableness.” Id. (citing Restatement (Second) of Contracts § 205, comment a (1981)). In this case, good faith would certainly include an obligation on the behalf of Allied to make changes in the cost of insurance known to its policyholders. Good faith would also encompass an obligation by Allied to be honest with its Regional Directors so that they are able to be honest with the company’s clientele. It is clear from the record now before the Court that Allied did not raise the COI for morality experience. It is also clear that the true reason for the increase, be it to maximize executive bonuses or to cover new legislative requirements, was not revealed and was not made known to policyholders and to Messrs. Je-anes and Mains. The Court is convinced that such behavior by Allied “violate[s] community standards of decency, fairness or reasonableness.” Id. Because testimony has shown by a preponderance of the evidence that Allied breached the Good Faith provision of Jeanes and Mains agency agreements, the Court must now turn to the issue of whether Jeanes and Mains were damaged by Allied breach of the good faith provision of their agreements. Jeanes and Mains claim that when they learned that Allied allegedly raised the cost of insurance to maximize executive bonuses, they quit in protest. Plaintiffs allege they were constructively discharged because they could no longer, in good conscience, continue to work for and represent a company that is deceptive with its employees and clientele. Defendant, on the other hand, argues that Plaintiffs resignations were calculated solely to put them in the best possible legal position. Defendant argues that Plaintiffs have failed to prove they resigned because of the 2% increase. Rather, Allied urges the Court to consider several facts: Mains and Jeanes had both complained to Allied executives, including Board of Directors members in the past, but did not do so on this occasion, their resignation letters failed to refer to the COI increase, both were concerned about the security of their positions with Allied after it went public, and both waited until after they received their 1997 bonus to resign. The Iowa Supreme Court has held that a “[constructive discharge exists when the employer deliberately makes an employee’s working conditions so intolerable that the employee is forced into an involuntary resignation.” Haberer v. Woodbury County, 560 N.W.2d 571, 575 (Iowa 1997) (citing First Judicial Dist. Dep’t v. Iowa Civil Rights Comm’n, 315 N.W.2d 83, 87 (Iowa 1982)). The intent requirement is satisfied by showing the plaintiffs quitting was a “reasonably foreseeable consequence of the employer’s ... actions.” Ayers v. Food & Drink, Inc., 2000 WL 1298731 at *4 (Iowa Ct.App.2000) (citing Coffman v. Tracker Marine, L.P., 141 F.3d 1241, 1247 (8th Cir.1998). “The test for constructive discharge is objective: The fact-finder must conclude that ‘working conditions would have been so difficult or unpleasant that a reasonable person in the employee’s position would be compelled to resign.’ ”