Full opinion text
FINDINGS OF FACT AND CONCLUSIONS OF LAW KOPF, District Judge. This case involves a series of agreements under which an insurance company and one of its former marketing directors both claim they are owed money. Following a bench trial on the merits of this case, I now issue my findings of fact and conclusions of law in accordance with Federal Rule of Civil Procedure 52(a). I. BACKGROUND This action originated in the District Court of Lancaster County, Nebraska, as an action for declaratory judgment in which plaintiff Lincoln Benefit Life Company (“LBL”) alleged that defendant Robert R. Edwards (“Edwards”) owed LBL $452,558.29 pursuant to various agreements between LBL and Edwards. Under these agreements, Edwards, a marketing director for LBL, received overwriting commissions on insurance premiums collected by LBL on insurance policies that were sold by agents who were assigned to Edwards and for whom Edwards was to provide training, supervision, and administrative support. In exchange for such overwriting commissions, Edwards became responsible to LBL for indebtedness created by the agents assigned to him. LBL filed the above-described declaratory judgment action seeking payment from Edwards under agreements which reflected that indebtedness. Pursuant to 28 U.S.C. §§ 1382(a), 1441, and 1446, Edwards filed a notice of removal of this action from state court to federal court (filing 1). The agreements between LBL and Edwards that are at the core of this dispute are the following: • General Agent Agreement effective February 1,1982 • Marketing Director Agreement effective February 1, 1982, and oral agreement reached on the same date regarding assignment of agents in the Dallas-Fort Worth area • Master General Agent Agreement effective March 29,1984 • Continuing Compensation Addendum to Marketing Director Agreement dated July 10,1985 • Agreement Acknowledging Edwards’ Indebtedness to LBL dated March 7, 1986 • Revision of Indebtedness Amount dated May 1, 1987 Edwards asserts five counterclaims against LBL based on these agreements: • Count I — Preferential Commissions: LBL breached the Marketing Director Agreement dated February i, 1982, by granting two other marketing directors secret and preferential commission increases without passing the same increases on to Edwards, as provided in the agreement. • Count II — Assignment of Agents: LBL breached its oral agreement of February 1, 1982, to assign to Edwards all agents under contract to LBL and located in the Dallas-Fort Worth market area. • Count III — Indebtedness Agreement: The March 7, 1986, agreement acknowledging Edwards’ indebtedness to LBL created by one of Edwards’ subagents should be rescinded. • Count IV— Continuing Compensation Addendum (Breach of Contract): LBL breached the July 10, 1985, Continuing Compensation Addendum to the Marketing Director Agreement which provided a retirement package that LBL was obligated to pay when LBL terminated Edwards. • Count V — Continuing Compensation Addendum (Tort): LBL is liable in tort to Edwards for breach of the implied covenant of good faith and fair dealing arising from the Continuing Compensation Addendum. LBL has asserted the statute of limitations as a defense to Counts I and II of Edwards’ counterclaims. I previously conducted a bench trial on that issue and decided that such counterclaims were not barred by the statutes of limitation, Neb.Rev.Stat. §§ 25-205 & 25-206 (Michie 1995). Lincoln Benefit Life v. Edwards, 966 F.Supp. 911 (D.Neb.1997). I entered judgment accordingly pursuant to Fed.R.Civ.P. 54(b) (filing 80). The Eighth Circuit Court of Appeals affirmed this court’s Fed.R.Civ.P. 54(b) judgment on the statute-of-limitations issue (filing 193), but later vacated its decision and dismissed LBL’s appeal, deciding that this court’s Rule 54(b) judgment was not an appealable final judgment or order (filing 195). LBL then moved (filing 196) to vacate this court’s Findings of Fact and Conclusions of Law and Rule 54(b) judgment addressing the statute-of-limitations issue. I granted the motion in part and vacated the Rule 54(b) judgment, but I denied the motion as to the court’s Findings of Fact and Conclusions of Law. Therefore, the court’s previous Findings of Fact and Conclusions of Law on the statute-of-limitations issue remain intact and serve as the basis for a portion of the Findings of Fact below. II. FINDINGS OF FACT 1. Plaintiff Lincoln Benefit Life Company (“LBL”) is a Nebraska domestic insurance corporation with its home office in Lincoln, Nebraska. Defendant Robert R. Edwards (“Edwards”) is a resident of Dallas, Texas. (Filing 68, at 3.) 2. Prior to 1982, LBL employed salaried regional vice presidents who were responsible for recruiting general agents through whom LBL marketed and sold its life insurance policies and annuity contracts. In 1982, LBL adopted a new marketing program and decided to replace these salaried regional vice presidents with independent, non-salaried, marketing directors who worked off commission and who had the resources to market and sell LBL’s products through the appointment of general agents for LBL. (Stat. Lims. Tr. 195:20-197:8.) In an effort to “sell” this opportunity, LBL invited eight prospective marketing directors to Lincoln in 1982. (Stat.Lims. Tr. 197:25-198:23.) Edwards was one of these original eight marketing directors. The 1982 and 1984 Agreements 3. Effective February 1, 1982, LBL and Edwards entered into a Marketing Director Agreement pursuant to which Edwards agreed to market insurance products and to recruit, train, supervise, motivate, retain, and provide administrative support for agents assigned to him in exchange for overwriting commissions and bonuses. (Filing 63, at 3; Ex. 54-101, at 2.) This agreement gave Edwards the authority to develop and supervise the company’s business in conformity with the rules and regulations of the company and assigned Edwards the responsibility to recruit and recommend persons for appointment by the company as agents and train and supervise such agents in accordance with the standards of the company. (Ex. 54-101, at 2.) Pursuant to the language of the Marketing Director Agreement, Edwards was an independent contractor, and not an employee or servant. (Ex. 54-101, at 2.) The agreement bound Edwards to exclusively represent the interest of the company and to not enter into any insurance sales agreements with other insurers or individuals, nor engage in any competing activities on behalf of other insurers or individuals unless authorized to do so in writing by the company. (Ex. 54-101, at 2.) 4. The Marketing Director Agreement, under the printed heading entitled “Compensation,” contained the following language: The rate of overwriting commission payable as compensation to the marketing director may be amended at any time by written notice to the marketing director. Any amendment to such rate shall become effective on the date specified in the notice. An amendment, when made, shall apply only to insurance policies or annuity contracts accepted by the company on or after the effective date thereof. No amendment shall be made unless a similar amendment is made to all other marketing directors’ Agreements between the company and other marketing directors. The compensation to be paid to the marketing director under this Agreement constitutes the total amounts payable to the marketing director, and shall be solely for services as an independent contractor acting on behalf of the company in the development and maintenance of a quality system for the marketing and sale of insurance policies or annuity contracts through General Agents. The agent’s statements rendered by the company concerning commissions paid and/or payable, advances and indebtedness shall be conclusive unless within thirty (30) days following receipt of the statement the marketing director notifies the company of a dispute regarding any transactions reported since the last preceding report. (Filing 63, at 3; Ex. 54-101, at 2-3 (capitalization altered & emphasis added).) 5. The section of the agreement entitled “Indebtedness” provided as follows: The marketing director shall be responsible to the company for the acts and collections of his General Agents and for the indebtedness of his General Agents to the company. The company shall have a retaining first lien against any compensation payable hereunder for any indebtedness of the marketing director or his General Agents to the company, and the company may charge and set off any such amounts due from the compensation payable hereunder. Prior to charging the indebtedness of a General Agent to the marketing director the company shall make reasonable efforts to collect the indebtedness from the General Agent including the application of deferred first-year commission. The indebtedness of the marketing director or his General Agents may be declared due and payable whether or not any renewal commissions are payable. (Ex. 54-101, at 3 (capitalization altered).) The Marketing Director Agreement did not provide for accrual of interest on the indebtedness of marketing directors. (Tr. 930:16-23, Test, of Theodore L. Kessner.) 6. As a part of this Marketing Director Agreement, Edwards and LBL entered into a “Submitted Annualized Commission/Loan Agreement” under which Edwards, as a marketing director, was entitled to advances or loans from LBL equal to 100 percent of the annualized first-year commission on life business submitted by Edwards’ general agents. In order for insurance applications to qualify as a basis for loans to Edwards, the agreement stated that “the following requirements must be met:” (1) Applications must be fully completed on all cases. (2) Where a medical examination is required, no advance will be made until the examination report has been received and approved by our Underwriting Department. (3) Initial premium must accompany the application in all cases. No advance will be made on COD business until the policy has been delivered and premium paid. On Monthly Automatic cases, a check for the initial monthly premium and a specimen check or a voided deposit slip must accompany the application. (4) No personal business will be considered under this Submitted Annualized Commission/Loan Agreement. (5) The company reserves the right to determine eligibility of all applications on an individual basis. (Ex. 1, at 7 (capitalization altered).) WTiether Edwards was acting as an agent, general agent, or marketing director on LBL’s behalf, LBL never waived any of these requirements on business submitted by Edwards and Edwards never heard of LBL waiving these requirements on a “wholesale basis.” (Ex. 1; Tr. 76:5-79:12.) 7. The Marketing Director Agreement provided that it shall be construed according to the laws of Nebraska, and that “[t]his Agreement shall supersede all previous agreements between the parties.” (Ex. 54-101, at 4.) 8. In negotiating the 1982 Marketing Director Agreement with Edwards, LBL represented to Edwards that the Marketing Director Agreement would be the highest marketing appointment made within the company, which meant to Edwards that marketing directors would be paid at the top commission level possible. (Stat. Lims. Tr. 22:7-23.) 9. During the 1982 negotiations, LBL also orally represented that it would not “compete” to recruit future agents in the marketing directors’ geographical areas— the Dallas-Fort Worth area in Edwards’ situation — and that LBL would assign agents contracted by LBL located in Dallas-Fort Worth to Edwards. (Stat. Lims. Tr. 26:3-23; 29:18-23; Tr. 1019:15-1020:10, Test, of Anthony J. Czerwinski; Ex. 60, Depo. of Czerwinski, at 27:21-28:4.) However, the 1982 Marketing Director Agreement provided that “the marketing director’s territorial boundaries are not limited by the company unless otherwise stipulated in writing.” (Ex. 54-101, at 3.) 10. Effective February 1, 1982, and contemporaneously with the Marketing Director Agreement, LBL and Edwards entered into a General Agent Agreement pursuant to which Edwards agreed to engage in the marketing of LBL’s insurance products and to recruit, train, supervise, and provide administrative support for agents recruited by or assigned to Edwards in exchange for commissions as scheduled therein. This agreement allowed Edwards to write personal business and to receive commissions on that business under both the General Agent Agreement and the Marketing Director Agreement. (Filing 63 at 3; Ex. 54-102; Stat. Lims.Tr. 109:16-110:3; Ex. 4.) This agreement also contained the following “indebtedness” provision: The General Agent shall be responsible to the company for the acts and collections of his subagents and employees, and for the indebtedness of his sub-agents to the company. The company shall have a retaining first lien against any commissions payable hereunder for any indebtedness of the General Agent or his subagents to the company, and the company may charge and set off any such amounts due from commissions payable thereafter. All such indebtedness of the General Agent shall bear interest at the rate of one percent (1%) per month and shall be absolutely repayable on demand from the company. Following demand for repayment or termination of this Agreement, tuhichever first occurs, all indebtedness shall thereafter bear interest at the maximum lawful rate until paid. The indebtedness of the General Agent may be declared due and payable whether or not any commissions are payable. (Ex. 4, at 2 (capitalization altered & emphasis added).) 11. Effective March 29, 1984, LBL and Edwards entered into a Master General Agent Agreement in which Edwards agreed to engage in the marketing of LBL’s insurance products and to recruit, train, supervise, and provide administrative support for agents recruited by or assigned to Edwards in exchange for commissions as scheduled therein. The Master General Agent Agreement contained provisions that were substantially identical to the duties, compensation, indebtedness, independent contractor, and exclusivity provisions discussed above with regard to the Marketing Director Agreement. (Filing 63 at 3; Ex. 54-106; Ex. 7.) This agreement allowed Edwards to write personal business at a commission rate higher than that provided in his General Agent Agreement, and to earn commissions under the Marketing Director Agreement. (Stat.Lims.Tr.lll:8-112:2.) 12. The above agreements were in full force and effect until LBL terminated its contracts with Edwards in 1995. (Stat. Lims.Tr. 110:4-23; 112:3-8.) Edwards’ Duties for LBL 13. In order to carry out the terms of the above-described contracts in which Edwards agreed to recruit, train, and supervise agents in accordance with LBL standards, Edwards met with potential agents “on behalf of Lincoln Benefit Life”; “carefully selected] agents that he wanted to represent himself and the company and to sell the company’s products,” with LBL having the ultimate right to approve or disapprove Edwards’ selections; worked with LBL’s marketing department in Lincoln, Nebraska, in order to recruit and train agents; and followed LBL’s “requirements and rules.” (Stat.Lims.Tr. 88:14-22; 89:18-90:1; 99:13-20; 101:1-102:11; 252:19-253:20.) Acting as “the front line of management for the company,” LBL marketing directors “supervised the field activities of the company.” (Stat.Lims.Tr.201:5-8.) 14. When Edwards’ subagents submitted insurance policy applications, such applications went directly to LBL, which processed and approved the policies and sent the policies directly to the subagents, who then delivered them to clients. (Stat. Lims.Tr. 113:2-114:25; 115:16-116:4; 174:20-175:17.) Edwards understood from “the very beginning” that LBL would handle accounting functions. (Stat. Lims.Tr.116:22-24.) 15. LBL’s home office in Lincoln, Nebraska, had the sole discretion to approve agents recruited by Edwards based on a contract, personal statement by the agent, and a copy of the agent’s state insurance license which Edwards forwarded to the home office, as well as a credit report run by LBL. Once the home office approved the recruited agent, Edwards had no “say-so over what potential purchasers that agent contacted.” (Tr. 137:24-138:22; 377:16-19.) Edwards never saw the policy applications that were submitted by agents in his hierarchy to the home office or the resulting policies, nor was he ever involved in decisions regarding underwriting or policy issuance. (Tr. 138:23-139:20; 142:19—24.) New Marketing Strategy 16. In late 1984 or early 1985, LBL again changed marketing strategies and moved from a general agency system to a “life brokerage distribution system” whereby LBL would use nationally recognized marketing organizations that contracted with hundreds of agents instead of marketing directors. (Stat.Lims.Tr.225:6-226:23.) As part of this change in marketing strategy, LBL undertook a “significant overhaul of all the product lines that [they] were offering”; acquired new computer software and hardware to allow LBL to offer these new product lines; pursued a “national identity” through increased advertising; and expanded its business from 24 states to 49 states. (Tr. 693:18-696:16.) 17. While LBL was moving toward the brokerage strategy in 1984 and 1985, it still continued direct solicitation, as performed by the marketing directors, because LBL was “still experimenting” with the brokerage marketing idea. (Tr. 701:2-12.) 18. Under this brokerage distribution system, LBL sought to develop “managing brokerage agencies” that did not engage in personal production, but instead recruited and serviced large numbers of producing agents. (Tr. 707:25-708:12.) In order to develop the administrative services and support systems required of a brokerage agency, adequate financial support was required, as was an ability to recruit and manage a large amount of agents. (Tr. 708:6-23.) In order to build a brokerage “infrastructure,” LBL expected its managing brokerage agencies to undertake nationwide recruiting campaigns requiring direct solicitation by telephone and mass mailings (which often required expanded office staff, personnel, and physical space), extensive nationwide travel, and development of expertise in some particular area, like advanced underwriting or estate planning. LBL did not expect its marketing directors to have an office or staff, travel outside of their immediate area, or develop any special expertise. (Tr. 711:8-714:9.) 19. LBL approached Tony D. Weber and Leroy Liberda about becoming Brokerage Marketing Directors and performing the above-described tasks because LBL believed Weber and Liberda “were the ones that had recruited the largest number [of agents] and had shown the ability to manage those people ... successfully.” (Tr. 707:20-708:23.) 20. All Marketing Director Agreements were canceled and changed to “MBA” contracts—or “Master Brokerage Agency” contracts—by 1986, but Edwards’ contract was not changed because repayment to LBL for Edwards’ indebtedness situation, discussed below, was tied in part to his Marketing Director Agreement. While Edwards’ Marketing Director Agreement was not changed, he, like the other marketing directors, became known as an “MBA.” (Stat.Lims.Tr.226:24-228:21; Tr. 849:13-15.) Preferential Commission Rates 21. Along with Edwards, Tony D. Weber and Leroy Liberda were part of the original group of marketing directors appointed by LBL in 1982. (Stat. Lims.Tr.31:18-20.) 22. In my previous opinion regarding the statute-of-limitations issue in this case, Lincoln Benefit Life Co. v. Edwards, 966 F.Supp. 911, 915 (D.Neb.1997), I made the following finding of fact: “Documents entitled Marketing Director Schedule of Life Commissions,’ which were part of a January 1, 1984, commission schedule addendum to the Marketing Director Agreement, establish that Tony D. Weber and Leroy Liberda were receiving 12 percent more in commission on universal life products and one-half percent more on annuities than Edwards was receiving at that time. (Tr. 117:20-120:21; 121:8-126:21; Exs. 103 & 104.)” (Emphasis added.) In making that finding of fact, I assumed, based on testimony given by Edwards, that all of the commission schedules that were stapled together were part of the same addendum—that is, the addendum on the first page which was dated January 1, 1984. (See Stat.Lims. Tr. 118:6-119:7; 121:5-24 (testimony by Edwards that commission schedule addenda in Exs. 5, 6, 54-103 & 54-104 were presented in discovery and were attached to Weber’s and Liberda’s 1982 Marketing Director Agreements).) However, testimony presented during the liability trial in this matter by Fred Jonske, the former president and CEO of Lincoln Benefit Life, clarified that such addenda were issued as new products were issued and were not all issued at once. (Tr. 739:16-740:6 (testimony by Jonske that updated commission schedules “would he attached or sent, to marketing positions” as different products were issued).) Therefore, I cannot now conclude that the undated document entitled “Marketing Director Schedule of Life Commissions” in Exhibits 5 and 6' became effective on January 1, 1984, Rather, the evidence establishes that Weber and Liberda did not begin . receiving commission rates greater than Edwards until 1985, the year Weber and Liberda entered into “Brokerage Marketing Director” contracts with LBL, described in more detail below. (See also StatLims. Tr. 128.T-17 (attorneys for both parties stipulate increased compensation for Weber and Liberda began in 1985); Stat.Lims.Tr. 229:24-230:14 (testimony by Wraith that increased commission for Weber and Liberda occurred in April or May of 1985 to coincide with new brokerage distribution marketing strategy); Tr. 741:5-743:13 (testimony by Jonske that although he has no independent recollection about when increased rátes were paid to Weber and Liberda, he understood they were to have started when Weber and Liberda became brokerage marketing directors and the commission schedule entitled “Marketing Director Schedule of Life Commissions” erroneously included the words “Marketing Director”).) 23.Pursuant to LBL’s new brokerage marketing strategy, LBL entered into “Brokerage Marketing Director” contracts with Weber and Liberda on April 1, 1985, in which Weber and Liberda were entitled to 12 percent more than Edwards in commission on various universal, ordinary, and wdiole life products; 5 percent more in commission on certain term policies; and one-half percent more on one annuity policy than Edwards. (Stat.Lims.Tr. 31:8-32:18; 33:18-22; 36:9-12; Exs. 2 & 3.) The agreement required that the appointed brokerage marketing director “possess[ ] the required financial and physical resources to promote the marketing and sale of insurance policies and annuity contracts to be issued by the company”; recruit and recommend persons for appointment as brokers for LBL; and assist in developing a system for marketing and sale of insurance policies and annuities through brokers. The agreement further specified that it “relates solely to brokerage marketing activity.” (Exs. 2 & 3, at 1, 3, 11 (capitalization altered).) 24. Unlike the 1982 Marketing Director Agreement between Edwards and LBL, the Brokerage Marketing Director contracts between LBL and Weber and Liberda did not include a provision for bonuses or a “Submitted Annualized Commission/Loan Agreement” entitling Weber and Liberda to loans from LBL on life business submitted by agents in their hierarchies. According to Fred Jonske, President and CEO of LBL from 1982 to 1996, development of a brokerage marketing agency was not financially possible without increased commission rates, but such increased commission rates meant that the Brokerage Marketing Director contracts could not provide for bonuses and loans, as the Marketing Director contract did. (Tr. 682:22-25; 683:23-684:25; 709:11-710:15; 721:21-722:15.) As explained by Jonske: [T]he fundamental importance of the advancing system was that the marketing directors were basically expected to determine if the people were creditworthy. They were the ones that were recruiting the people.... [U]nder a brokerage system, it’s a much more arm’s length transaction.... The managing brokerage agency ... could not accept that responsibility.... (Tr. 710:17-711:1.) 25. While not intended to be in writing, the Brokerage Marketing Director contracts with Weber and Liberda (Exs. 2 & 3) are an accurate written statement of confidential oral agreements between Weber, Liberda, and Bernard Eugene Wraith, who was at that time vice-president of agencies with oversight of the marketing directors. (Stat.Lims.Tr.234:13-236:8.) Wraith personally gave Weber and Liberda preferential commission rates as part of this oral arrangement in April or May 1985. Wraith told Weber and Liberda that the arrangement was to be kept strictly confidential, as are all employee salaries, and that “if someone found out about it, [Wraith] had every intention to discontinue it.” (Stat.Lims.Tr. 230:8-232:8; 233:11-234:2; Tr. 716:2-14, Test, of Fred Jonske (it is “standard operating procedure[ ]” to keep salary information confidential).) 26. Edwards heard rumors at a September 1989 LBL marketing conference that Weber and Liberda were receiving a higher commission rate than Edwards was receiving. (Stat.Lims.Tr. 38:1-39:3; 39:24-41:21.) Edwards then discussed his concerns about disparate commission rates with Wraith. After engaging in discussions with Edwards regarding the commission issue, and wanting to “buy some time” and to have a discussion document to show other officers of the company, Wraith directed Edwards to reduce his concerns to writing. (Stat.Lims.Tr.240:7-18.) Wraith wanted Edwards to communicate with him in writing about this issue because Wraith “needed to talk to some other officers within the company about how much information we wanted to allow Mr. Edwards to have.” (Stat.Lims.Tr.242:6-9.) 27. On May 30, 1990, Edwards sent by facsimile to Wraith a collection of documents in which Edwards stated, “I now know Le Roy [Liberda] was receiving a 105% contract approximately one year before my [March 7, 1986,] contract was negotiated.” (Stat.Lims.Ex. 4 at 9 ¶ 5; Stat.Lims.Tr. 62:15-20.) A “105% contract” meant that Liberda was receiving 10 percent above the standard amount of compensation for marketing directors. (Stat.Lims.Tr.69:10-20.) 28. According to Wraith, LBL’s reason for giving preferential commission rates to Weber and Liberda was that they were the only two former marketing directors LBL felt would succeed in LBL’s new life brokerage marketing system, and the preferential rates were intended to help Weber and Liberda make the transition into this new marketing system. (Stat. Lims.Tr.228:22-230:7.) 29. In 1991, Edwards and all master brokerage agents received a chart showing commission rates for various types of agents on various LBL products. The chart sent to Edwards showed “MBA” at a 95-percent rate — the highest rate — on certain universal life products. (Stat. Lims.Tr. 344:17-345:18; Ex. 54-117.) However, at that same time, Wraith prepared and kept “for [his] use only” another commission chart showing “BMD” as earning the highest commission on the same product, 105 percent, and “CA” as earning 100 percent. (Stat.Lims.Tr. 345:19-346:13; 346:23-347:9; Ex. 54-118.) Therefore, LBL’s statement in a December 11, 1990, letter to Edwards that the MBA—master brokerage agent, replacing the marketing director designation—was the “highest contracted marketing position,” was false. (Ex. 54-116; Stat.Lims.Tr. 346:14-18.) Wraith admits that LBL hired only two “BMDs” at that time—Weber and Liberda and that he never intended the confidential commission chart to be sent or shown to Edwards. (Stat.Lims.Tr. 346:19-22; 348:9-17.) 30. From the date Edwards’ 1982 Marketing Director Agreement was executed until LBL terminated Edwards in 1995, LBL did riot provide to Edwards any written information with respect to LBL’s preferential commission arrangement with Weber and Liberda. (Stat.Lims.Tr. 106:7-12; 120:22-121:4.) While Wraith confirmed to Edwards within two weeks after Edwards’ May 1990 facsimile to Wraith that Weber and Liberda were indeed receiving preferential commission rates, Wraith’s confirmation was communicated in such a manner that Edwards was led to believe that the preferential commission rates were a result of an indebtedness situation similar to that involving Edwards, described below. (Stat.Lims.Tr. 39:15-19; 51:2-6; 68:3-8; 356:4-357:4.) 31. According to a former second vice-president of LBL who was with the company from 1975 to 1987 and who was in charge of commissions during a portion of that time, if an agent called LBL asking whether they were receiving the highest possible commission, the. vice-president “would probably have tried to be evasive about the situation, as discreet as I could be, without letting him know that there was a possibility that he didn’t have the highest contract.... [j]ust so we "did not discuss other people’s contracts with other agents.” (Stat.Lims.Tr. 369:16-17; 371:1-3; 421:10-422:9.) 32. No matter how closely Edwards scrutinized his records involving LBL, he would not have been able to tell that LBL had given a higher commission rate to Weber and Liberda. (Stat.Lims.Tr. 281:19-22 (testiniony of Wraith).) Assignment of Agents 33. As stated above, during the 1982 negotiations leading to Edwards’ Marketing Director Agreement with LBL, LBL orally represented that it would not compete with the marketing directors in recruiting agents and it would assign agents contracted by LBL located in Dallas-Fort Worth to Edwards. (Stat.Lims.Tr. 26:3-23; 29:18-23; Tr. 1019:15-1020:10, Test, of Anthony J. Czerwinski; Ex. 60, Depo. of Czerwinski, at 27:21-28:4.) Wraith testified that he was not aware of such an agreement, and that LBL did assign agents in the Dallas-Fort Worth area to marketing directors other than Edwards. (Stat.Lims.Tr.243:19-244:1.) 34. In December 1985 Edwards first became aware that LBL was not assigning all of its agents in the Dallas-Fort Worth area to Edwards. (Stat.Lims.Tr.79:17-80:1.) LBL notified Edwards when new agents were assigned to him, but LBL did not notify him if newly recruited agents within Edwards’ geographical area were not assigned to him. (Stat. Lims.Tr.116:25-117:8.) 35. From 1986 to 1991, LBL experimented with, and had a practice of, assigning agents to marketing directors and master brokerage agents, but concluded that assigning agents was no more productive than keeping such agents with the home office. Therefore, LBL discontinued their practice of assigning agents in 1991. (Tr. 770:24-773:5; Ex. 60, Depo. of Patricia Hertlein 31:7-33:15.) Indebtedness Agreement 36. Don Clark, d/b/a Prestige Investment Enterprises, was a general agent in Edwards’ marketing director hierarchy. (Tr. 123:15-23.) 37. In January 1983, Gene Wraith advised Edwards that Don Clark and some of his agents and subagents were submitting false applications for insurance. (Tr. 123:24-124:21; 432:5-23.) These “false” applications were completed by actual individuals, but Clark had a practice of adjusting the amount of premium due, as it appeared on the application, by adding zeros to that amount. For example, a genuine application that reflected a $10.00 premium would be adjusted by Clark to reflect a $100.00 premium. Clark would then group these falsified applications together under the name of a fictitious company. Based on such applications and on the Submitted Annualized Commission/Loan Agreements of agents in Clark’s agency, LBL would advance Clark and his agents commissions based on the inflated amount of expected premium, but LBL was unable to collect the inflated premium amount after it attempted to bill the fictitious company. Edwards had no indication that Clark was submitting false applications until Wraith so advised him because such applications were submitted directly from Clark’s office to LBL’s home office without any review by Edwards. (Tr. 428:21-434:18.) LBL’s home office reviewed such insurance applications and had total decision-making authority over what policies were issued and over administration of advances or loans to agents based on expected premiums. (Tr. 818:21-821:16.) 38. LBL admits that “[i]n many instances” the requirements contained in the Submitted Annualized Commission/Loan Agreements which allowed Clark and his agents to receive commission advances or loans were waived by LBL. In other words, LBL extended loans against expected premium to the agents that caused Edwards’ indebtedness without requiring complete applications, medical examinations approved by LBL’s underwriting department, and submission of the initial premium, as required by the Submitted Annualized Commission/Loan Agreements of those agents. (Tr. 228:19-23; 231:7-232:8; 436:25-437:16.) Edwards was not aware that LBL had waived such requirements for the benefit of Don Clark’s agency until after this lawsuit was filed. (Tr. 125:9-14; 229:9-16; 380:10-16.) 39. On behalf of LBL, Gene Wraith sent a letter to Edwards on May 9, 1983, which stated in part: This will confirm our discussions regarding the indebtedness to Lincoln Benefit Life incurred by the Prestige Investment Enterprises Agency. The latest figures available at this time estimate this indebtedness to be $293,824.20 with offsetting 1st year deferred commissions estimated at $186,741.80. As per our Marketing Directors Agreement, you will be immediately charged with this indebtedness. (Ex. 54-129.) Edwards construed this letter to mean that, under his Marketing Director Agreement, he was being charged with approximately $107,000 [for the indebtedness created by Clark’s agency. He did not know what portion, if any, of the stated indebtedness included interest. (Tr. 127:11-25; 130:3-20.) 40. On February 27, 1985, Gene Wraith wrote a letter to Edwards which stated, “We need to discuss your account conditions and the possible [e]ffects of transferring the Prestige debits to your account in the near future.” (Ex. 1087.) 41. Although Edwards was reminded of the indebtedness situation in the two letters from Wraith described above, from the time Edwards received Wraith’s letter in May 1983 until March 7, 1986, when Edwards met with various LBL officials in Lincoln regarding the indebtedness issue, Edwards was not advised of any change in the amount of indebtedness owed to LBL. (Tr. 128:7-24, 212:21-214:4.) 42. Gene Wraith told Edwards that the indebtedness being charged to Edwards fell under his Marketing Director Agreement, and not under his General Agent Agreement. (Tr.232:4-12.) Edwards never had any agent indebtedness charged to his 1982 General Agent Agreement. (Tr. 125:15-17.) 43. Edwards met with Wraith, CEO and vice president of LBL; Fred Jonske, president of LBL; Ted Kessner, LBL attorney; and Doug Gaer, the LBL financial officer, in March 1986 to discuss LBL’s assignment of agents to Edwards. On March 7, 1986, Edwards signed an agreement (the “Indebtedness Agreement”) to pay LBL $433,100.72, plus interest, resulting from indebtedness created in 1982 and 1983 by Don Clark, d/b/a Prestige Investment Enterprises, and by several other former subagents who were identified in a seven-page handwritten schedule that was attached to the agreement. (Ex. 44.) This handwritten schedule separately listed the debts created by several agents for which Edwards was to be held accountable under the 1996 Indebtedness Agreement. Each sum written on the schedule represented the amount of debt that had accrued pursuant to each agent’s general agency contract, but the amounts of principal and interest that constituted each debt were not separately identified. (Tr. 1035:8-1036:5; Ex. 54-105.) 44.The Indebtedness Agreement contained the following provisions, some of which are quoted and some of which are summarized below: “As of February 15, 1986, the indebtedness of the terminated subagents was $433,100.72.” “Edwards acknowledges and agrees that he is obligated to LBL under the terms of his Marketing Director Agreement to pay to LBL the $433,100.72 indebtedness plus interest accruing thereon.... ” Edwards agreed to pay' LBL in regular monthly installments, with the full amount to be paid by March 10, 1989. “The indebtedness of the individual terminated subagents shall continue to accrue interest as stated in their agency agreements with LBL. LBL shall regularly inform Edwards of the amounts owed by each such agent and the total of the indebtedness.” LBL was entitled to “declare the whole amount of the indebtedness due and payable” if Edwards voluntarily terminated his Marketing Director Agreement with LBL; if LBL terminated Edwards’ Marketing Director Agreement “for cause (as provided in the Marketing Director Agreement)”; or if Edwards was declared insolvent or bankrupt. “To assist Edwards to fulfill his obligation to LBL for the indebtedness,” the Indebtedness Agreement also amended Edwards’ Marketing Director Agreement by increasing his life commissions by five percent (to 100 percent) on existing brokers who were reassigned to Edwards, and by 10 percent (to 105 percent) on new brokers, and by increasing his annuity commissions by one-half percent (to seven and one-half percent) on reassigned existing brokers, and by one percent (to eight percent) on new brokers. These increased commissions were classified as income to Edwards, but were retained by LBL to pay down the amount of indebtedness. In exchange for Edwards’ “good faith effort to pay the indebtedness,” LBL also agreed to assist Edwards in recruitment of additional brokers in the Dallas-Fort Worth area and to assign such brokers to Edwards. (Stat.Lims.Tr. 143:1-147:21; Tr. 151:21-152:3.) (Ex. 44.) 45. At a meeting leading up to the above-described Indebtedness Agreement, Gene Wraith told Edwards that the additional compensation and reassigned agents would allow the indebtedness to be “paid off without costing [Edwards] anything,” and Edwards relied upon that assurance. (Tr. 221:11-15; 223:9-25; 234:7-17.) Officers of LBL expected the company’s agents and employees to trust the company, and LBL officers expected LBL agents and employees to rely on promises LBL officials made to them. (Tr. 859:4-860:19.) 46. In response to Edwards’ inquiry about the differing amounts of indebtedness reflected in the Indebtedness Agreement as compared to Wraith’s 1983 letter to Edwards, Gene Wraith told Edwards that the amount of indebtedness had increased from approximately $293,824.20 (minus offsetting first-year deferred commissions estimated at $186,741.80) in 1983 to $433,100.72 in 1986 due to the accrual of interest, but he was not able to tell Edwards how much of that total was attributable to interest. (Tr. 225:6-20; 234:1-4.) Wraith told Edwards that Edwards would “probably be terminated” if he didn’t sign the Indebtedness Agreement as it was presented to him. (Tr. 226:9-23.) 47. Edwards signed the 1986 Indebtedness Agreement because of the representations made to him by Wraith that the increased compensation and assignment of agents provided in the agreement would allow Edwards to pay off his indebtedness without costing him anything, and that Edwards would be terminated if he failed to sign the agreement. (Tr. 234:7-17.) 48. Fred Jonske testified that from the time Clark’s agency was terminated in 1983 until the date the 1986 Indebtedness Agreement was signed, LBL was investigating Edwards’ performance, analyzing whether deferred commissions would retire Edwards’ indebtedness, and attempting to collect the debt from the agents in Clark’s former agency. (Tr. 753:15-754:13.) 49. As a result of signing the Indebtedness Agreement, LBL assigned Edwards approximately 110 additional agents. (Tr. 240:4-12.) Although the 1986 Agreement provided that Edwards would receive an increased rate of commission until March of 1989, Edwards continued to receive the increased rate of commission until 1991 due to an “oversight.” (Tr. 758:25-759:7.) In late December of 1990, Gene Wraith informed Edwards by telephone that LBL planned to stop paying Edwards the additional compensation provided for in the 1986 Indebtedness Agreement. LBL stopped paying this additional compensation to Edwards in February of 1991. Further, Edwards received a letter from Rod Foster, Associate Vice President of Marketing for LBL, on January 4, 1991, stating that LBL was immediately stopping its “practice of assigning newly recruited agents in Dallas, Texas, and surrounding area.” (Tr. 249:8-24; 262:4-5; 413:2-3; Ex. 58.) 50. On May 1,1987, Edwards and LBL entered into an addendum to the March 7, 1986, agreement that required Edwards to make timely monthly payments to LBL in the amount of $2,755.00 for 120 months, after which LBL would deem the total amount of indebtedness, with interest, to be paid in full. The agreement stated that “[t]he payments are based upon the amortization of $250,000 with interest at 6% per annum over the term stated.” (Ex. 38, at 6.) 51. The amount of Edwards’ indebtedness to LBL was not reflected anywhere besides the above-described documents. The amount of indebtedness was not recorded on Edwards’ weekly commission statements, and could have been calculated only by consulting “the individual subagent accounts,” that is, statements of the agents who reported to Edwards. (Stat. Lims.Tr.360:14-361:22.) 52. There is not now, nor was there ever, a document identifying what portion of Edwards’ indebtedness was principal and what portion was interest, when the assessment of interest began, or the amounts to which interest was initially applied. (Ex. 60, Oct. 27, 1997, Dep. of Patricia Wittmaack at 40:4-8, 50:10-22; Req. for Produc. & Responses, Questions 14 & 15; Mar. 16, 1998, Dep. of Douglas Gaer at 6:18-7:13, 9:13-24.) Further, no one from LBL has ever verbally communicated to Edwards how much of the indebtedness identified in the 1986 Indebtedness Agreement was interest and how much was principal. (Tr. 234:1-6.) 53. The parties have stipulated that $255,713.77 in “payments [by Edwards] and credits” have been made toward the indebtedness owed to LBL from March 1, 1986, to March 31, 1998. (Exs. 1039 & 1040; Tr. 992:4-22.) Only “credits” .to Edwards’ indebtedness — as opposed by payments by Edwards — were made after September of 1991 because LBL agreed to “put the payments in limbo until [Edwards] ... could accumulate enough agents to kind of offset that ... compensation that [LBL] took away from [him].” LBL did not inform Edwards how long the payment moratorium would last and did not state whether interest on the amount of indebtedness would continue to accrue. (Ex. 46; Tr. 251:24-253:3.) 54. LBL never informed Edwards how much money was generated from the increased commission rates he earned pursuant to the Indebtedness Agreement. (Tr. 427:16-20; 400:20-25.) 55. LBL claims that as of March 31, 1998, Edwards owes it $1,066,596.88 under the Indebtedness Agreement and its addendum. (Ex. 1040.) This amount was calculated by carrying the balance stated in the 1986 Indebtedness Agreement forward to March 31, 1998, at one percent interest per month, and subtracting monthly payments and credits made toward the amount due. (Exs. 1039 & 1040.) Continuing Compensation Addendum 56. On July 10, 1985, Edwards and LBL entered into a “Continuing Compensation Addendum” to the 1982 Marketing Director Agreement. (Ex. 47.) The Addendum provided that LBL would continue to pay Edwards commissions following the termination of his appointment as Marketing Director due to retirement, disability, or death in order to encourage Edwards “to continue his efforts to recruit, train and supervise quality general agencies to market the Company’s plans of insurance” during his term of appointment. (Ex.' 47, at 1.) 57. The Addendum stated that LBL would continue to pay commissions to Edwards after his termination under the following conditions: a. The Company [LBL] will determine the average first year premium produced by each general agency assigned to the Marketing Director for the 3 years prior to the termination date. b. If the sum of the averages is at least $500,000.00 and the 13 month persistency of such business is at least 75%, the Company will pay to the Marketing Director an overwriting commission on first year premium produced by each such general agency after the termination date on an amount of first year premium not exceeding the determined average for each such general agency. c. The commissions paid shall be an overwriting first year commission at a rate equal to the net first year commissions being paid to the Marketing Director for such general agencies and on the plans of insurance on the termination date. The Company’s determinations of amounts of continuing compensation payable will be final. d. No commissions shall be paid following termination if the termination was for cause as provided in the Marketing Director’s Agreement. No further continuing compensation will be paid if following termination the Marketing Director, directly or indirectly, competes with the Company in the marketing of plans of insurance or is guilty of conduct [that] is injurious. (Ex. 47 ¶ 1.) 58. The Addendum reserved LBL’s right to terminate payment of commissions to Edwards if the amount payable was less than $600.00 annually. Further, the Addendum stated that commission payments would continue as long as “any of the plans of insurance continue in force on which commissions are paid.” (Ex. 47 ¶ 2.) 59. Edwards has never received any money under the Continuing Compensation Addendum. (Tr. 280:2-8.) Request for Accounting and Termination 60. Edwards made a formal written request to LBL for an accounting on January 28, 1994. (Ex. 54-124.) LBL denied Edwards’ request by letter dated February 14, 1995. (Ex. 54-126.) 61. By letter dated February 21, 1995, LBL terminated Edwards’ Marketing Director, Master General Agent, and General Agent contracts “as of March 31, 1995” for Edwards’ “failure to fulfill [his] duties and responsibilities under these contracts.” (Ex. 54-127.) LBL also filed a “Petition for Declaratory Judgment” against Edwards in the Lancaster County District Court on February 21, 1995, and Edwards filed a notice of removal in this court on March 15, 1995. (Filing 1.) 62. After Edwards’ termination from LBL, Edwards filed a Chapter 13 bankruptcy proceeding which was then dismissed on January 16, 1997, due to Edwards’ failure to make payments pursuant to the schedule issued in that proceeding. Unable to make his mortgage payments, Edwards’ mortgage company began foreclosure proceedings, but the trustee’s sale of his home was stopped after a purchaser produced the funds necessary to cover Edwards’ back payments and reinstate the mortgage in Edwards’ name. Edwards has entered into an agreement with this benefactor which allows purchase of Edwards’ home for $312,000 at any time. The agreement also allows Edwards to pay off the mortgage, plus an additional sum, and regain ownership of the property. Edwards is not financially able to do so at this time. Edwards’ home was appraised in July of 1997 at $480,000. (Tr. 280:19-284:9; Exs. 48-51.) 63. LBL paid Edwards $71,546.91 in 1995 and $46,482.24 in 1996 due to insurance renewals, and he continued to receive such renewals as of the date of trial. (Ex. 1022; Tr. 417:14-23.) III. CONCLUSIONS OF LAW I shall address each of Edwards’ counterclaims individually and, in the course of analyzing Edwards’ third counterclaim related to the March 7, 1986, agreement acknowledging Edwards’ indebtedness to LBL, I shall address LBL’s claim that Edwards owes it money under that agreement. A. Count I—Preferential Commissions 1. The Written Agreements Edwards first alleges that LBL breached Edwards’ 1982 Marketing Director Agreement when LBL began paying Tony D. Weber and Leroy Liberda greater rates of commission than Edwards was receiving on universal life products and annuity contracts. (Filing 171, Joint Order on Pretrial Conf., at 8.) As described in detail above, LBL began paying Weber and Liberda increased commission rates when it entered into Brokerage Marketing Director (“BMD”). contracts with them on April 1, 1985. Edwards argues that these BMD contracts awarded Weber and Liberda commission on various insurance products that was greater than what Edwards was receiving under his Marketing Director Agreement, contrary to the language in the Marketing Director Agreement that provided: “No amendment shall be made [to the rate of overwriting commission payable] unless a similar amendment is made to all other marketing directors’ Agreements between the company and other marketing directors.” (Ex. 1, at 2-3.) Weber and Liberda began receiving increased commission rates on various insurance products not when they were marketing directors, but when they entered into Brokerage Marketing Director contracts with LBL in 1985. Although Weber’s and Liberda’s BMD contracts are similar in many respects to Edwards’ Marketing Director Agreement, there are significant differences between the two contracts which are dictated by the nature of the two positions. First, unlike the Marketing Director Agreement governing Edwards’ relationship with LBL, the BMD contract did not provide for commission advances or loans. Due to the “Submitted Annualized Commission/Loan Agreement” that was part of Edwards’ Marketing Director Agreement, Edwards was entitled to receive, in effect, interest-free loans from LBL based on expected premium from life business submitted by the general agents in his hierarchy. The BMD contract did not provide the same benefit to Weber and Liberda. Second, there is no provision in the BMD contract for commission bonuses, as there was in Edwards’ Marketing Director Agreement. Third, the BMD contract explicitly required Weber and Liberda to promote LBL’s products through “brokerage marketing activity” (exs. 2 & 3, at 11), activity which was not required by Edwards’ Marketing Director Agreement. As Fred Jonske explained, the structure of the BMD contract was dictated by the requirements that brokerage marketing directors invest a considerable sum of money in building their brokerage infrastructure through widespread recruitment campaigns consisting of nationwide mailings, travel, and telephoning, as well as development of expertise in some particular area, like advanced underwriting or estate planning. Thus, individuals who entered into BMD contracts with LBL were given larger commissions to build this infrastructure in lieu of commission advances (i.e., loans) and bonuses, to which marketing directors were entitled. Because Weber and Liberda began receiving increased commission rates on various insurance products not when they were marketing directors, but when they entered into Brokerage Marketing Director contracts to perform functions for LBL under terms that were substantially different than those applicable to marketing directors, I find that LBL did not breach the portion of Edwards’ 1982 Marketing Director Agreement that required commission amendments to all marketing directors’ agreements if an amendment was made to one marketing director’s rate of commission. 2. Oral Agreement To the extent Edwards argues that he and LBL orally agreed that the position of marketing director would be the highest contracted position LBL ever created, I reject the claim for two reasons. First, for the reasons exhaustively discussed below with regard to Count II, parol evidence of an oral agreement reached during negotiations culminating in the 1982 Marketing Director Agreement that the marketing director contract would always be the highest contracted position in the company is legally ineffective and superseded or invalidated by the 1982 Marketing Director Agreement itself. Second, nothing in 1982 Marketing Director Agreement states that LBL was or is barred from creating other marketing positions or contracts. Therefore, I shall enter judgment in favor of plaintiff Lincoln Benefit Life and against defendant Robert R. Edwards on Count I of Edwards’ counterclaims regarding preferential commission rates. B. Count II—Assignment of Agents Edwards claims that LBL breached an oral agreement made on or before February 1, 1982, to not compete in recruiting future agents in Edwards’ geographical territory, the Dallas-Fort Worth area, and to assign to Edwards all agents under contract to LBL and located in the Dallas-Fort Worth market area. Specifically, Edwards alleges that LBL made such an oral agreement during the 1982 negotiations that culminated in Edwards’ February 1, 1982, Marketing Agreement, and that this oral agreement “became part of the consideration for this Marketing Director Agreement and became an enforceable agreement between LBL and Edwards.” (Filing 171, Joint Order on Pretrial Conference, at 9-10.) LBL argues that the 1982 Marketing Director Agreement superseded or invalidated this oral agreement regarding assignment of agents such that the parol evidence rule renders ineffective any evidence of the oral agreement. (Id. at 10.) “When parties reduce an agreement to a writing, which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression.” Anderzhon/Architects, Inc. v. 57 Oxbow II Partnership, 250 Neb. 768, 774-75, 553 N.W.2d 157, 161 (1996). Edwards does not appear to claim that his 1982 Marketing Director Agreement was not a final expression of the negotiations between him and LBL that resulted in the agreement; rather, Edwards argues that the oral agreement reached during those negotiations regarding assignment and recruitment of agents was a separate enforceable agreement between Edwards and LBL. I shall address Edwards’ argument in the context of LBL’s parol evidence argument. I. Oral Agreement Regarding Assignment of Agents as Separate Enforceable Agreement “When the parties have executed a completely integrated written document purporting to express the terms of their agreement, the parol evidence rule renders ineffective any evidence of a prior or contemporaneous oral agreement which adds to, alters, varies, or contradicts the terms of the written document.” Rowe v. Allely, 244 Neb. 484, 486, 507 N.W.2d 293, 296 (1993) (citations omitted). However, the parol evidence rule is inapplicable to an agreement that is separate, distinct, and supported by separate consideration from the agreement that was reduced to writing. Id. at 486-87, 507 N.W.2d at 296. (1) An oral agreement is not superseded or invalidated by a subsequent or contemporaneous integration, nor a written agreement by a subsequent integration relating to the same subject-matter, if the agreement is not inconsistent with the integrated contract, and (a) is made for separate consideration, or (b) is such an agreement as might naturally be made as a separate agreement by parties situated as were the parties to the written contract. Id. at 487, 507 N.W.2d at 296 (quoting Restatement of Contracts § 240 (1932)) (also citing Restatement (Second) of Contracts § 213(2), cmt. c., and § 216(2), cmt. c. (1981), and 3 Arthur L. Corbin, Corbin on Contracts §§ 584 and 594 (1960), for proposition that separate agreements are not affected by the parol evidence rule). To apply the above test, I must (1) determine if the 1982 Marketing Director Agreement is completely integrated; (2) if so, determine whether the oral agreement regarding assignment of agents is inconsistent with the integrated 1982 Marketing Director Agreement; and (3) if not, examine whether the oral agreement was made for separaté consideration or whether the oral agreement is one that might naturally be made a separate agreement by similarly situated parties. If the answer to either of the questions in prong (3) is affirmative, the oral agreement regarding assignment of agents is not superseded or invalidated by the 1982 Marketing Director Agreement. a. Complete Integration of 1982 Marketing Director Agreement The Nebraska Supreme Court has identified three tests that may be applied to determine whether a writing is completely integrated: (1) Is the writing complete on its face; that is, does it include the whole or only a part of the transaction? The omission of important provisions may indicate the contract was not complete. (2) Does the evidence outside the writing vary or contradict the written terms? (3) As evidenced by the parties’ conduct and language and the surrounding circumstances, did the parties intend the writing to cover the whole transaction? Rowe, 244 Neb. at 488, 507 N.W.2d at 296; Cleasby v. Leo A. Daly Co., 221 Neb. 254, 260, 376 N.W.2d 312, 317 (1985); Traudt v. Nebraska Pub. Power Dist., 197 Neb. 765, 770, 251 N.W.2d 148, 151 (1977). First, the Marketing Director Agreement states, “The Marketing Director accepts the appointment on the terms and conditions set forth herein,” indicating that the agreement contains a complete statement of the terms and conditions upon which a marketing director agrees to operate on behalf of LBL. (Stat.Lims.Ex. 1, at 2.) The agreement describes in detail a marketing director’s scope of authority, duties, and responsibilities; compensation, including bonuses; expenses, “charge-backs,” and indebtedness for which the marketing director will be held accountable; territory; termination; and provisions dealing with assignment of the agreement, effective date, and contract construction. (Id. at 2-4.) In short, all conceivable aspects of the work relationship between an insurance company and its appointed personnel were included in the 1982 Marketing Director Agreement. Because it does not appear that any obviously important provisions were omitted from the agreement, the agreement is complete on its face. Second, the evidence sought to be excluded as parol evidence—an oral agreement between LBL and Edwards prohibiting LBL from competing in recruiting agents in Edwards’ market area and requiring LBL to assign to Edwards all LBL agents in that area—does not change or contradict the terms in the written agreement; it only adds to them. Instead of being entitled only to compensation and bonuses, as explicitly laid out in the agreement, the oral agreement would also make Edwards entitled to additional agents in his hierarchy based on where those agents were located. Third, the evidence establishes that many of the marketing directors who signed the 1982 agreement intended the written agreement to constitute the entire agreement between the parties. (Tr. 476:2-21, 478:7-13, 482:14-15, Test, of Charles F. Langner; Tr. 1007:19-1008:6, 1009:19-1010:2, Test, of Anthony J. Czerwinski; Ex. 60, Depo. of David Pyles 11:1—21 & Depo. of Marvin Nelson 12:11—13:3.) Because all three tests for determining whether a writing is integrated weigh in favor of complete integration, I conclude that the 1982 Marketing Director Agreement is completely integrated, leading to the next inquiry under Rowe v. Allely—whether the oral agreement regarding assignment of agents is inconsistent with the integrated written agreement. b. Is Oral Agreement Regarding Assignment of Agents Consistent with 1982 Marketing Director Agreement? As stated above, the oral agreement between Edwards and LBL regarding assignments of agents is not inconsistent with the integrated 1982 Marketing Director Agreement. In order for the oral agreement to stand as a separate enforceable contract, and not be superseded or invalidated by the integrated written agreement, the oral agreement must (1) be made for separate consideration or (2) be an agreement that might naturally be made as a separate agreement by similarly situated parties. Rowe, 244 Neb. at 487, 507 N