Western Reserve Life Assurance Co. v. Bratton (464 F. Supp. 2d 814, 2006)

Citations

464 F. Supp. 2d 814

Full opinion text

ORDER

READE, District Judge.

TABLE OF CONTENTS

I. INTRODUCTION.........................................................820

II. PROCEDURAL BACKGROUND............................................820

III. JURISDICTION..........................................................821

TV. FACTS...................................................................821

A. Corporate Structure...................................................821

B. The Brattons and the Appointment Agreements .........................822

C. WRL’s Decision Makers...............................................823

D. Re-Branding.........................................................823

E. The Proposal and Negotiations.........................................824

F. Kirby’s Remarks......................................................826

G. The Commission Schedule.............................................827

II. Additional Communications Regarding the Brattons’ Work...............827

I. The Termination......................................................828

V. SUMMARY JUDGMENT STANDARD ......................................829

VI. SUMMARY JUDGMENT ANALYSIS........................................830

A. Piercing the Corporate Veil............................................830

B. The Brattons’Breach of Contract Claims...............................831

1. Whether the Appointment Agreements are fully-integrated agreements.....................................................831

a. Gary Bratton’s Appointment Agreement.........................831

b. Randy Bratton’s Appointment Agreement.......................832

2. The oral contract..................................................832

a. The statute of frauds ..........................................832

b. Elements of breach of contract .................................834

c. Whether the oral contract is terminable at will..................836

C. The Brattons’Promissory Estoppel Claim ..............................838

1. Whether Randy Bratton’s Appointment Agreement preempts a claim of promissory estoppel .....................................839

2. Whether the Brattons can establish a claim of promissory estoppel........................................................839

D. The Brattons’Misrepresentation Claims................................840

1. Negligent misrepresentation .......................................840

2. Fraudulent misrepresentation......................................842

E. The Brattons’Quantum Meruit and Unjust Enrichment Claim...........843

1. Unjust enrichment................................................844

2. Implied-in-fact contract for services (quantum meruit) ...............845

VII. CONCLUSION............................................................846

I. INTRODUCTION

The matter before the court is the Motion for Summary Judgment (docket no. 99) (“Motion”) filed by Plaintiff/Counterclaim-Defendant Western Reserve Life Assurance Company of Ohio (“WRL”) and Counterclaim-Defendant AEGON USA, Inc. (“AEGON”).

II. PROCEDURAL BACKGROUND

On June 26, 2004, WRL filed a complaint in this court seeking declaratory judgment. On January 31, 2005, Defendants Randall G. Bratton (“Randy Brat-ton”), Gary G. Bratton (“Gary Bratton”), Bratton Financial Services Corporation and Bratton International, Inc. (hereinafter collectively referred to as “the Brat-tons”) filed an answer and counterclaims. On April 14, 2005, the Brattons filed an amended answer, counterclaims and a third-party complaint, adding AEGON Financial Partners as a third-party defendant. On April 21, 2005, WRL filed an answer to the counterclaim. On July 27, 2005, the Brattons filed a Second Amended Answer and Counterclaims and Jury Demand (“Second Amended Complaint”) against WRL and AEGON. On August 1, 2005, WRL and AEGON filed another answer.

On January 13, 2006, WRL and AEGON filed the instant Motion. On February 13, 2006, the Brattons filed a Resistance to the Motion. On February 22, 2006, WRL and AEGON filed a Reply to the Brattons’ Resistance.

A hearing on the Motion was held on April 20, 2006. Attorneys Amy L. Reas-ner and Wilford H. Stone represented WRL and AEGON. Attorney Jason Gregory Wolfkill represented the Brattons. Finding the Motion to be fully submitted and ready for decision, the court turns to consider it.

III. JURISDICTION

WRL claims there is diversity jurisdiction, pursuant to 28 U.S.C. § 1332. On January 10, 2005, this court adopted a November 17, 2004 Report and Recommendation in which Chief Magistrate Judge John A. Jarvey determined that the court has diversity subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a)(1). The court found that the amount in controversy exceeds $75,000. Moreover, the court found that the parties are diverse because Gary Bratton and Randy Bratton reside in Tennessee; Brat-ton Financial Service Corporation and Bratton International, Inc. are Delaware corporations with their principal places of business in Memphis, Tennessee; and WRL is incorporated in Ohio with its principal place of business in Cedar Rapids, Iowa. Therefore, the court is satisfied that it has jurisdiction over this matter.

IV. FACTS

A. Corporate Structure

WRL is an insurance company that is qualified and licensed to transact business in Iowa. AEGON is a holding company, not an insurance company. AEGON owns WRL. AEGON does not have agents who are licensed to sell insurance or annuities, it does not recruit agents and it does not sell or offer insurance, annuities or any other products.

In late 2002 or 2003, the administrative, actuarial and legal activities of several AE-GON-affiliated companies, including WRL, Life Investors Insurance Company of America (“Life Investors”), Peoples Benefit Life Insurance (“Peoples Benefit”), Transamerica Occidental (“Transamerica”) and Monumental were consolidated under the name “AEGON Financial Partners.” Pursuant to the formation of AEGON Financial Partners, one person is responsible for the administrative activities of the five affiliated companies, one person is responsible for the actuarial activities the companies and one person is responsible for the legal activities of the companies.

AEGON is affiliated with several companies, including: WRL, Life Investors, Transamerica and Peoples Benefit. Each AEGON-affiliated company issues identical insurance products under their respective names to build more distribution networks for AEGON insurance product sales. Employees from each of these AEGON-affili-ated companies sell insurance products from each of the other AEGON-affiliated company brands.

B. The Brattons and the Appointment Agreements

Gary Bratton and his son, Randy Brat-ton, own equal shares of Bratton Financial Services Corporation and Bratton International, Inc. Gary Bratton is the chief executive officer of both companies and both are brokerage general agencies. Randy Bratton and Gary Bratton have fifty-three years of collective experience in the insurance business.

On November 1, 2002, Randy Bratton entered into a four-page “Appointment Agreement” (“Randy Bratton’s Appointment Agreement”) with “the life insurance company which is an affiliate of the AE-GON Insurance Group (the ‘Company’),” namely, WRL. Randy Bratton also received a signed commission schedule for fixed annuities entitled “Field Marketing Organization Commission Schedule for Fixed Annuity Contracts: WRL Freedom Multi-Year' Guarantee.” This schedule was signed by Randy Bratton on November 1, 2002. On March 20, 2003, a WRL representative signed a “Schedule for Appointment Agreement, Pattern I,” which Randy Bratton received from WRL. This additional schedule also lists only annuity products.

Randy Bratton’s Appointment Agreement has a “Termination Without Cause” section which, in pertinent part, reads:

This Agreement will terminate on the earliest occurrence of any of the following events: (a) Termination without cause ... This Agreement will be terminated without cause as follows: (1) By either party giving a written notice mailed or delivered to the last address of the other party, at least thirty (30) days prior to the date of termination or earlier upon mutual agreements ]

It further provides: “This Agreement and Schedule form the entire agreement between the Company and yourself. This Agreement terminates and replaces any prior agreement between the Company and yourself.”

On July 2, 2003, Gary Bratton signed a two-page appointment agreement with “the Member of the AEGON Insurance Group (the ‘Company’) that signs a schedule.... ” (“Gary Bratton’s Appointment Agreement”). Gary Bratton’s Appointment Agreement was a form used by WRL in its Cedar Rapids, Iowa, office. The appointment agreement, in part, reads:

This Appointment Agreement will terminate on the earliest occurrence of the following events: ... the 30th day after the date of a written notice of termination ... that Company may send to you ... for a reason other than one described elsewhere in this section 6 or for no reason; ...

This Appointment Agreement and a Schedule form the entire agreement between the Company and yourself concerning matters covered by this Appointment Agreement and that Schedule. This Appointment Agreement terminates and replaces any pri- or agreement between the Company and yourself concerning matters covered by this Appointment Agreement.

In Gary Bratton’s Appointment Agreement the term “Company” is defined as “AEGON Insurance Group.” Gary Brat-ton received a letter from a WRL contract administrator which indicated that the “effective date” of his appointment was July 2, 2003, and provided an “agent number.” Gary Bratton never received a signed schedule from WRL in conjunction with his appointment agreement.

C. WRL’s Decision Makers

From approximately 2000 to 2004, Mike Kirby (“Kirby”) served concurrently as chairman and chief executive officer of WRL and Life Investors. His responsibilities were defined by reference to certain “distribution channels” for insurance products, and they did not include all business aspects of WRL and Life Investors. During that period, Kirby also had some responsibility for the operation of other insurance companies affiliated with AEGON, including Monumental, Peoples Benefit and Transameriea. Until his resignation as chief executive officer of WRL, Kirby reported to AEGON’s chief executive officer, Pat Baird, and Kirby assumed that Pat Baird was the only person who had ultimate authority for all business aspects of WRL. Beginning in February 2004, Kirby was no longer employed by WRL and Seth Miller (“Miller”) assumed some of Kirby’s job responsibilities.

On March 1, 2003, John Kneeland (“Kneeland”) became WRL’s Vice President of Life Sales. On January 1, 2006, Kneeland also began serving as an employee of Inner Securities, Inc., a broker/dealer affiliated with AEGON. Kneeland was affiliated with Life Investors for over thirty-one years, serving as Director of Life Sales for two or three years prior to January 12, 2006. While he was the Director of Life Sales, Kneeland reported directly to Kirby.

Since 2000, Miller served concurrently as Vice President of Specialized Distribution for Life Investors and Vice President of Specialized Distribution for WRL. Miller previously held a similar position with Peoples Benefit.

From August 1998 to December 2005, Rick Seger (“Seger”) served as Vice President of Advanced Sales for Life Investors. Since December 2005, Seger has served as Vice President of Specialized Distribution for Life Investors and reports to Tim Stonhocker, an AEGON employee. Seger also works with independent marketing organizations (“IMOs”) on behalf of Peoples Benefit.

D. Re-Branding

In 2002 and 2003, WRL participated in a process of “re-branding” products offered by insurance companies affiliated with AE-GON, including itself, Life Investors and Peoples Benefit. “Re-branding” means using the existing actuarial tables and contract of an existing life insurance product offered by one AEGON-affiliated company to create an identical product offered by a different AEGON-affiliated company. As a result of the re-branding process, certain fixed life insurance products formerly offered by other AEGON-affiliated companies were re-branded as WRL products in 2003.

In November 2002, Kirby maintained a WRL office in Cedar Rapids and the Brat-tons resided .in Tennessee. On November 7, 2002, the Brattons met with Kirby at WRL’s Florida offices. Gary Bratton and Kirby discussed the possibility of re-branding certain fixed life products sold by other subsidiaries of AEGON as WRL products, bringing those products to market and growing the business over a five-year period. On November 8, 2002, Gary Bratton wrote Kirby a letter that stated:

We are in the process of preparing a summary business plan which will discuss bringing the fixed life products to market and growing this business over the next five years. I hope we will have the opportunity of presenting this plan to you in person sometime in the next few weeks.

In a letter dated November 12, 2002, Kirby wrote the following to Randy Bratton:

[WRL] is excited to share this new fixed product line introduction with experienced builders such as yourself. We were impressed with the quality of people we met, and their enthusiasm for creating this new partnership.

E. The Proposal and Negotiations

On December 11, 2002, the Brattons presented Mr. Kirby with an eight-page document entitled “A Proposal for Western Reserve Life Assurance Company of Ohio for the Organization and Management of a Fixed Life Insurance Products Division” (“the Proposal”). The parties scheduled a meeting for January 15, 2003, in Memphis, Tennessee, to discuss the Proposal.

On January 15, 2003, the Brattons hosted a meeting (“January 2003 Meeting”) at them offices in Memphis, Tennessee. The following WRL employees attended the January 2003 Meeting: Kirby, Kneeland and Paul Reaburn (“Reaburn”). At the January 2003 Meeting, the Brattons gave a PowerPoint slide presentation entitled “Marketing Partnership Proposal.” One of the slides in the presentation provided the following:

Proposal to WRL

• Bratton Companies/IMG project WRL fixed life premium volume of $50,000,000 within five years

Projections by Year:

Year One ;,000,000-$5,000,000

Year Two $10,000,000

Year Three $20,000,000

Yem Four $35,000,000

Year Five $50,000,000

• Emphasis will be on Quality Business

• Projections are Very Achievable (Bratton Companies/IMG production could amount to almost half of the Year Five projection with current distribution, assuming historic growth rate of 27%).

(emphasis in original). During the January 2003 Meeting, Kirby stated: ‘We have to have one organization heading up each of our distribution channels. We have the iGroup for Life Investors products and Life Professionals representing Peoples Benefit.... We like what we see; we hope this will be the last company that you will ever need.” Shortly after the January 2003 Meeting, Kirby gave Miller a copy of the Proposal and a copy of the slide presentation. Kirby and Miller discussed the substance of the meeting. After the January 2003 Meeting, WRL executives understood that the Brattons proposed to serve as an IMO with respect to WRL fixed life products.

In a letter dated January 17, 2003, Gary Bratton sent a letter to Kirby. The letter, in part, provides:

We certainly enjoyed your visit to Memphis, and we appreciate your taking the time, along with [Reaburn] and [Knee-land] to come see us. When you have determined the best time for our conference call on Friday the 24th, please let us know.... Randy [Bratton], Charles [Roberts] and I have been tossing around some ideas about how best to roll out the new products for WRL. Hopefully, we can have some kind of game plan to you before our conference call.

On January 21, 2003, Gary Bratton sent Kirby a letter discussing plans to recruit agents and agencies to sell WRL’s new fixed life products. Gary Bratton also enclosed a ten-page document entitled, “Proposed Game Plan for Fixed Life Products Introduction” (“Game Plan”). Miller' saw a copy of the Game Plan sometime in 2008.

On January 24, 2003, the Brattons participated in a conference call with Knee-land and Miller in order to work out the details of the arrangement whereby the Brattons would market WRL fixed life products. Miller told the Brattons, “I have reviewed the presentation you made to our guys last week, and I can tell it’s not your first day at the rodeo. Welcome to AEGON Financial Partners!” (“the Rodeo Remark”). Also, during the call, the Brattons asked Kneeland and Miller to provide them with a $15,000 marketing allowance each month.. Kneeland informed the Brattons that they would need to speak with Kirby about the marketing allowance request.

On January 27, 2003, at 12:02 p.m., Gary Bratton emailed Kneeland. He wrote, in pertinent part: ‘We’re delighted to be heading up the fixed life products division for WRL, and I assure you we’ll do a good job for you!” Kneeland responded at 1:31 p.m., stating, in part: “Greetings Gary! We are also looking forward to having The Bratton Companies/IMG marketing the WRL ‘fixed’ products. ‘Heading up the distribution for WRL’ might be a little strong. (:-)” At 3:43 p.m., Gary Bratton responded as follows:

My comment about our heading up the WRL fixed life distribution was meant to say that with the exception of your existing Aegon [sic] distribution, you would afford us the same consideration as you do the iGroup. As long as we’re doing a good job for you, I would hope that you would not contract agents directly to the company and that you would refer agent inquiries to us. Also, as I mentioned in our presentation and conversation in Memphis[,] if you decide to contract any other group at our contract level, I would hope that you would give us some advance notice. If these are not your intentions, please let us know.

Neither Kneeland nor anyone else at WRL responded to Gary Bratton’s last email. The January 27, 2003 email exchange between Gary Bratton and Kneeland formed part of the basis for Gary Bratton’s belief that the Brattons would be WRL’s only national IMO and that the Brattons and WRL would have a long-term relationship.

In a letter dated February 14, 2003, Gary Bratton wrote to Kirby:

On another matter, [Kneeland] asked that I deal with you directly on our request for the $15,000 monthly marketing allowance that we outlined in the business plan.... For the foreseeable future, substantially all of our travel expense will be incurred in building the WRL distribution, and our marketing director will spend 90-95% of her time in supporting our WRL recruiting efforts. I believe this is fair, please let me have your thoughts.

In April 2003, Gary Bratton and others from the Brattons traveled to Cedar Rapids to meet with WRL representatives. In a letter dated May 7, 2003, Miller and Kneeland wrote to the Brattons regarding this trip to Cedar Rapids and, in part, stated:

It was also good to visit with you about a number of strategic issues as they relate to the distribution of WRL annuity and life products. To recap a few of the key points from the meeting:

• As our CEO Mike Kirby said, we do not give exclusives. Currently, we have no one else marketing in the brokerage/IMO arena on WRL paper (either fixed life or annuity) outside of Bayfront, relationships brought to us by them, and our ISI distribution. Finally, it is our mission to continue to grow through new and existing distribution, and as always, today and in the future, this may be accomplished on WRL or other AEGON statutory carriers.

The letter further offered to advance the Brattons’ future commissions in the amount of $15,000 per month, in lieu of a marketing allowance.

Gary Bratton made the following statement to Miller and Kneeland in a May 19, 2003 letter:

We understand that we do not have an exclusive to market WRL fixed products, but we do hope that you will work with us to preserve the integrity of the contract for the mutual best interests of Western Reserve Life and IMG International .... As long as we are doing a good job for you and fulfilling the commitments that we have made to you, we ask that you do not give another organization the same contract that we have to market Western Reserve Life fixed life products.

In the same letter, the Brattons declined the $15,000 “advance” and stated, “we do not wish to borrow any money,” but that “the marketing allowance is not a ‘deal killer.’ ” Miller received the May 19, 2003 letter shortly after it was written. Neither Miller, Kneeland nor anyone else from WRL responded to the letter.

Also on May 19, 2003, Randy Bratton sent Kneeland and Miller an email requesting authorization for advertisement wording and regarding the proper way to refer to AEGON in the advertisement. Randy Bratton asked: “Should I try to get this approved by compliance and make it a formal part of our recruiting kits? Let me have your input. Thanks!” Kneeland responded on May 21, 2003, by stating that he was “still working to fine tune this piece” and that Kneeland would respond further to Randy Bratton’s inquiry soon.

F. Kirby’s Remarks

On August 26, 2003, and August 27, 2003, WRL held a meeting in Cedar Rapids with the Brattons and agents who had been recruited by the Brattons to sell WRL fixed life products. The Brattons claim that, during the meeting, Kirby told the group of agents:

This is the last life insurance company that you will ever need.... We like to have one marketing organization lead each of our distribution channels. We have the iGroup for Life Investors, Life Professionals for Peoples Benefit and we are pleased to have [the Brattons] for [WRL], We only do business with people we believe in. We went to Memphis to meet with [the Brattons] and we were impressed with their operation.

During lunch on August 27, 2003, the Brat-tons claim that Kirby made the following statement: “You guys are doing fine. It will take several years to build this distribution. It took Larry Earl and the iGroup at least three years before they had significant, consistent production for Life Investors.”

As President and chief executive officer of WRL, Kirby understood that he did not have the authority to enter into an oral marketing contract for five years, for an indefinite period or for life. He only had the authority to appoint Gary Bratton and Randy Bratton as agents pursuant to appointment agreements. In Kirby’s communications with the Brattons, he never intended to commit WRL to a long-term relationship with the Brattons. When Kirby told the Brattons in the November 12, 2002 letter that “WRL was impressed with the quality of people we met and their enthusiasm for creating this new partnership[,]” he did not intend to create a lifetime contract with the Brattons to market WRL fixed life products.

Based upon discussions the Brattons had with Kirby, the Brattons believed five years would be an “accounting period” or “benchmark” for evaluating their performance in marketing WRL fixed life products.

G. The Commission Schedule

The Brattons had discussions with WRL’s Commissions Manager, Pat Mel-chert, regarding the commission schedule by which the Brattons and agents recruited by the Brattons were to be paid for selling WRL products (“Commission Schedule”). During all relevant times, Melchert oversaw all matters pertaining to agent commissions for WRL. Melchert performed the same job for the following AEGON affiliates: Life Investors, Peoples Benefit and Transamerica. Melchert negotiated the commission structures for iG-roup on Life Investors fixed life products and for Life Professionals on Peoples Benefit fixed life products in the same way that he worked with Randy Bratton to establish the Brattons’ commission structure for WRL fixed life products. The Commission Schedule was finalized by the Brattons and Melchert in mid-2003 and memorialized in writing. The Commission Schedule lists only WRL fixed life products. Melchert only discussed with IMOs the commission structure for WRL fixed life products. He did not discuss it with persons who would be merely selling WRL fixed life products. In addition to the IMOs, only one entity that functioned like a general agent participated in the structuring of commission levels for WRL, Life Investors or Peoples Benefit products.

The Brattons received commission payments pursuant to the Commission Schedule. They were to be compensated for their efforts in marketing WRL fixed life products through payment of commissions on the sale of those products. The Brat-tons’ commissions on the sale of WRL fixed life products consisted of the difference between the commission level of the selling agent and the Brattons’ “top level” of 135%. According to the Brattons’ 2003 and 2004 tax documents, WRL paid the Brattons a total of $86,384.69 in “non-employee compensation.”

11. Additional Communications Regarding the Brattons’ Work

The Brattons expended time and resources recruiting agents and marketing WRL fixed life products in 2003 and 2004. They identified agents and agencies to recruit, traveled to meet with such agents and agencies, sent direct mailing to such agents and agencies and advertised elsewhere. For example, the Brattons placed a two-page advertisement introducing WRL fixed life products in the October/November 2003 issue of the magazine Insurance Marketing. Between November 2002 and March 18, 2004, the Brattons incurred expenses of $420,169 marketing WRL fixed life products. Advertisements placed by the Brattons for WRL fixed life products included the WRL name and logo. WRL required IMOs to obtain its approval of marketing materials before publishing them and distributing them. The Brattons regularly made reports to WRL regarding their efforts to market WRL fixed life products and recruit agents and agencies to sell the products. By-March 2004, the Brattons had recruited between 150 and 200 agents to sell WRL fixed life products and those agents had generated approximately $500,000 in premiums on WRL fixed life products.

On September 8, 2003, and September 9, 2003, Kneeland and Gary Bratton exchanged emails, and Randy Bratton and Miller were copied on the emails. Knee-land inquired about how the Brattons’ “recruiting” and “production” was progressing. In response, Gary Bratton informed Kneeland that the Brattons were building momentum and were still on target to achieve $3 million to $5 million in production for the first full year. Gary Bratton indicated that the Brattons were focusing on quality and were still “focused on the goals outlined in [the Brattons’] original business plan.... ”

On September 26, 2003, Gary Bratton and Miller exchanged emails regarding Charles Roberts. Gary Bratton first wrote Miller:

Randy [Bratton] told me of his conversation with you regarding contracting Charles Roberts with another Aegon [sic] company.... We could most likely agree to Charles contracting with Life Investors or Peoples Benefit, if he would agree to some minor terms with us, e.g. not sharing proprietary information about our organization, etc.

But we would not be agreeable to Charles having a contract with [WRL] outside Bratton/IMG. This would be a total conflict of interest in that Charles has complete knowledge of our business model with respect to WRL, targeted agencies, etc.... To grant Charles a contract with WRL outside our organization would undermine our efforts. I am certain that you understand our position on this. Please call with any questions. Thanks again for all your support. Have a great weekend, Gary.

A few hours later, Kneeland responded to Gary Bratton and Miller and carbon copied Randy Bratton, writing: “I do not like the fact that we would contract with an outside company period ... ! Seems to me like an end run is being tried and that is not how we are used to doing business.”

Another email exchange took place on November 21, 2003. Gary Bratton wrote to Kneeland and Miller and copied Kirby and Randy Bratton regarding a recruiting problem involving a “prize recruit.” Jesse Dunagan and Fred Johnson operated the Bayfront Financial IMO for WRL. In the email, Gary Bratton expressed concern that the Brattons’ prize recruit had been assigned to Jesse Dunagan instead of the Brattons after the Brattons had recruited him. Gary Bratton wrote, in part:

Fellas, we’re spending a lot of money promoting WRL. Please recognize our efforts and work with us to avoid these kinds of problems in the future. I’m asking Randy to forward you a list of a thousand or more agents/agencies that we’re actively recruiting; we would appreciate your passing this along to the appropriate people and giving us the protection we deserve.

Kneeland responded, asking Melchert: “Pat, is [sic] there some steps that an [sic] be taken to prevent this type of thing from happening going forward? Thanks.”

I. The Termination

On March 17, 2004, at about 8:30 a.m., Jesse Dunagan of the Bayfront Financial IMO contacted Randy Bratton via telephone. Dunagan told Randy Bratton that Miller had contacted Dunagan and informed Dunagan that his WRL contract would be terminated without reason. Du-nagan warned Randy Bratton that the latter would be receiving a similar call.

Randy Bratton decided to use a tape recorder to make an audiotape of the expected call. The Brattons received a telephone call that day from Miller and Seger, regarding the termination of Gary Brat-ton’s Appointment Agreement and Randy Bratton’s Appointment Agreement (hereinafter collectively referred to as “Appointment Agreements”). Randy Bratton recorded the entire conversation, but the Brattons did not inform Miller and Seger that they were recording it. During the telephone conversation, Miller stated: “[T]his is, actually a relationship that we are going to be ending....” At no time during the telephone conversation did the Brattons refer to their relationship with WRL by using the words “oral indefinite contract,” “five year period,” or “long-term relationship.” During the conversation, Gary Bratton stated:

Well, I know what an insurance contract says. Every one of them says the same thing: You can terminate an insurance agent with or without cause. But, um, I also know about ethics and morality. And um, I am sure that legally you can cancel our contracts, but um, its damn sure unethical and immoral cause, you know, considering the money we spent with your foreknowledge and with your encouragement. We’ve spent thousands and thousands of dollars and we’ve ... brought awareness to every major agency in this country as far as the WRL fixed [life] products.

During the call and in response to Miller’s statement that “the letter is coming,” Randy Bratton stated:

But, [Miller], that’s uh, that’s fine contractually, and technically but get real, man, I mean, I understand you are giving us a heads up, you know, but you just pick up the phone and call somebody and tell them a year’s worth of work is down the drain and have a nice day. I mean that is silly, you know?

During the telephone conversation, Randy Bratton also stated the following:

What kind of criteria are you using to evaluate it on? Because, you are talking about what basically boils down to, in reality, nine months of, before we actually had product kits that we could mail to the agents. We got a half million in production and 150 agents. Its not setting the world on fire, but uh, that’s real dollars, and that is our ass out in the public eye, representing you, and uh, you know the fact that you are pulling the plug after nine months makes us look like a fool.

On March 18, 2004, Miller wrote “Notice of Termination” letters to the Brattons confirming the March 17, 2004 telephone conversation. In the letters, Miller wrote:

As we discussed via telephone on March 17, 2004, we have decided to exercise our rights under Section 6 of your Appointment Agreement with [WRL] and terminate that agreement and all other agreements you may have with WRL.

Therefore, please consider this to be your written notice of termination of those Agreements, which termination will be effective thirty days from the date of this letter.

V. SUMMARY JUDGMENT STANDARD

Summary judgment is appropriate only when the record shows that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Woods v. DaimlerChrysler Corp., 409 F.3d 984, 990 (8th Cir.2005). An issue of fact is “genuine” if it has a real basis in the record, Hartnagel v. Norman, 953 F.2d 394, 395 (8th Cir.1992) (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)), or when “ ‘a reasonable jury could return a verdict for the nonmoving party’ on the question.” Woods, 409 F.3d at 990 (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). A fact is material when it is a fact “ ‘that might affect the outcome of the suit under the governing law....’ ” Johnson v. Crooks, 326 F.3d 995, 1005 (8th Cir.2003) (quoting Anderson, 477 U.S. at 248, 106 S.Ct. 2505). In considering a motion for summary judgment, a court must view all facts in the light most favorable to the nonmoving party. Matsushita Elec. Indus., 475 U.S. at 587-88, 106 S.Ct. 1348. Further, the court must give such party the benefit of all reasonable inferences that can be drawn from the facts. Id. at 587, 106 S.Ct. 1348.

Procedurally, the moving party bears “the initial responsibility of informing the district court of the basis for its motion and identifying those portions of the record which show a lack of a genuine issue.” Hartnagel, 953 F.2d at 394 (citing Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)). Once the moving party has successfully carried its burden under Rule 56(c), the nonmoving party has an affirmative burden to go beyond the pleadings and by depositions, affidavits, or otherwise, designate “specific facts showing that there is a genuine issue for trial.” Fed.R.Civ.P. 56(e); Anderson, 477 U.S. at 248, 106 S.Ct. 2505. The non-moving party must offer proof “such that a reasonable jury could return a verdict for the nonmoving party.” Anderson, 477 U.S. at 248, 106 S.Ct. 2505.

VI. SUMMARY JUDGMENT ANALYSIS

A. Piercing the Corporate Veil

The Brattons argue that AEGON is not entitled to summary judgment on any of their counterclaims, because the corporate veil should be pierced to hold AEGON liable for the actions of WRL. WRL and AEGON argue that, because there are no exceptional circumstances here, the general rule which requires a subsidiary corporation to be treated as a separate entity from the parent corporation should prevail.

In order to pierce the corporate veil and hold AEGON liable for any of the alleged actions by WRL employees, the Brattons must show exceptional circumstances exist. “A court may disregard a corporate structure by piercing the corporate veil only under circumstances where the corporation is a mere shell, serving no legitimate business purpose, and used primarily as an intermediary to perpetuate fraud or promote injustice.” In re Marriage of Ballstaedt, 606 N.W.2d 345, 349 (Iowa 2000) (quotation omitted). The burden is on the Brattons to show the existence of exceptional circumstances. Id. The court should consider six factors to determine whether such exceptional circumstances exist:

(1) the corporation is undercapitalized; (2) it lacks separate books; (3) its finances are not kept separate from individual finances, or individual obligations are paid by the corporation; (4) the corporation is used to promote fraud or illegality; (5) corporate formalities are not followed; and (6) the corporation is a mere sham.

Id. (citing C. Mac Chambers Co. v. Iowa Tae Kwon Do Acad., Inc., 412 N.W.2d 593, 597 (Iowa 1987)).

Viewing the evidence in the light most favorable to the Brattons, the court finds that there is no evidence supporting their claim that AEGON is liable for the actions of WRL. The Brattons have not raised a genuine issue of material fact that any of the six factors in the exceptional circumstances test are present. Athough there is undisputed evidence that AEGON owns WRL and Life Investors and that these two AEGON statutory carriers share office space in Cedar Rapids; that AEGON’s statutory carrier companies include WRL, Life Investors, Transamerica, and Peoples Benefit and that employees of each of these statutory carrier companies work together to sell AEGON insurance products; and that the administrative, actuarial and legal activities of WRL, Life Investors, Peoples Benefit, Transamerica and Monumental have been consolidated under the name “AEGON Financial Partners,” such evidence does not meet any of the six factors of the exceptional circumstances test. As such, AEGON is entitled to judgment as a matter of law on each of the Brattons’ counterclaims.

B. The Brattons’ Breach of Contract Claims

WRL argues that it is entitled to summary judgment on the Brattons’ breach of contract counterclaim because the Appointment Agreements contain merger or integration clauses which replace any agreements that were entered into prior to the dates the Appointment Agreements were signed. The Brattons argue that the Appointment Agreements are not integrated written contracts and that they do not cover all aspects of the Brattons’ business relationship with WRL. The Brattons further argue that the Appointment Agreements contain only “ambiguous or ineffective integration clauses” and that they do not “encompass the subject matter underlying the Brattons’ contract and quasi-contract claims.”

1. Whether the Appointment Agreements are fully-integrated agreements

“[W]hen an oral agreement precedes a written agreement on the topic, ordinarily it will be found the oral discussion merged into the written agreement.” Commercial Trust & Sav. Bank v. Toy Nat’l Bank, 373 N.W.2d 521, 523 (Iowa Ct.App.1985). The “key question,” however, is the intent of the parties. See id.; id. (“There must be an indication of intent that the second agreement replaces the first.”). “[T]he subsequent written agreement is the final expression when ‘the terms thereof are inconsistent with the earlier agreement and intended to be substituted for it ...’.” Id. (adding emphasis and quoting S. Tex. Land Co. v. Sorensen, 199 Iowa 699, 202 N.W. 552, 553 (Iowa 1925)). “An agreement is fully integrated when the parties involved adopt a writing or writings as the final and complete expression of the agreement.” Whalen v. Connelly, 545 N.W.2d 284, 290 (Iowa 1996). “Whether or not a written agreement is integrated is a question of fact to be determined by the totality of the evidence.” Id. (citing Restatement (Second) of Contracts § 209, cmt. c (1981)). Even when the written agreement lacks ambiguity on its face, “extrinsic evidence is admissible to show whether or not [the] writing is an integrated agreement.” In re Eickman’s Estate, 291 N.W.2d 308, 312 (Iowa 1980).

a. Gary Bratton’s Appointment Agreement

The court finds that Gary Brat-ton’s Appointment Agreement is not an integrated document, because it is not the complete expression of the agreements between WRL and Gary Bratton. See Whalen, 545 N.W.2d at 290. Gary Bratton’s Appointment Agreement, in pertinent part, provides: “This Appointment Agreement is between the natural person or business entity that signs below ... and the Member of the AEGON Insurance Group ... that signs a schedule to this Appointment Agreement....” Gary Bratton’s Appointment Agreement contains several other references to a schedule, including the following statement in paragraph 7: “This Appointment Agreement will take effect when the Company signs a Schedule at the Company’s home office' and appoints you as its insurance agent according to applicable law.”

Gary Bratton received his agent number from WRL in a letter dated July 10, 2003. However, he never received a schedule. By its terms, the Appointment Agreement consists of the two-page Appointment Agreement and a schedule. Neither party has presented evidence of a schedule, as required by paragraph 7 and other provisions of Gary Bratton’s Appointment Agreement. The court concludes that Gary Bratton’s Appointment Agreement never became effective and, therefore, is not an integrated document. Any oral agreement which preceded Gary Bratton’s Appointment Agreement is not merged into the subsequent written agreement.

b. Randy Bratton’s Appointment Agreement

Randy Bratton’s Appointment Agreement contains the following provision: “This Agreement and its Schedule form the entire agreement between the Company and yourself. This Agreement terminates and replaces any prior agreement between the Company and yourself.” Randy Bratton signed the agreement on November 1, 2002. Unlike the deficiency in Gary Bratton’s Appointment Agreement, Randy Bratton and WRL also signed a schedule for fixed annuity contracts on November 1, 2002, and Randy Bratton received an additional schedule signed by a WRL representative on March 20, 2003. Therefore, the court finds that Randy Bratton’s Appointment Agreement is a fully-integrated document.

When the court finds a written agreement to be fully integrated, “the parol evidence rule prevents the receipt of any extrinsic evidence to contradict (or even supplement) the terms of the written agreement.” Whalen, 545 N.W.2d at 290 (citing Restatement (Second) of Contracts § 213 (1981)). The parol evidence rule bars the introduction of extrinsic evidence of prior and contemporaneous negotiations, not evidence of subsequent negotiations, to show modification of a written contract. Smidt v. Porter, 695 N.W.2d 9, 21 (Iowa 2005). Moreover, it applies where a “ ‘handcrafted contract contains an integration clause, where the parties were sophisticated business persons represented by counsel and of equal bargaining strength, and where terms of the alleged oral agreement reasonably would be expected to be included in the ... agreement.’ ” Whalen, 545 N.W.2d at 291 (quoting Montgomery Props. Corp. v. Econ. Forms Corp., 305 N.W.2d 470, 476 (Iowa 1981)). Therefore, the court may not consider extrinsic evidence which contradicts the terms of Randy Bratton’s Appointment Agreement; extrinsic evidence of negotiations that took place prior to November 1, 2002, or that occurred contemporaneously, may not be considered. See Commercial Trust, 373 N.W.2d at 523.

2. The oral contract

a. The statute of frauds

In the Brattons’ counterclaims, they allege that the Appointment Agreements were orally modified or that they had an independent oral agreement to market WRL fixed life products for at least five years and to be WRL’s exclusive national distributor. WRL argues such evidence is inadmissible under the Iowa Statute of Frauds.

The Iowa Statute of Frauds “is a rule of evidence and not of substantive law.” Harriott v. Tronvold, 671 N.W.2d 417, 422 (Iowa 2003). It “renders incompetent oral proof of [certain] promises.” Id. “The statute [of frauds] exists for the prevention of fraud and perjury; and the means that it adopts is to refuse enforcement unless the contract is evidenced by a signed document.” Peterson v. Petersen, 355 N.W.2d 26, 28 (Iowa 1984).

In pertinent part, the Iowa Statute of Frauds provides:

[N]o evidence of the following enumerated contracts is competent, unless it be in writing and signed by the party charged or by the party’s authorized agent: ... 4. Those that are not to be performed within one year from the making thereof.

Iowa Code § 622.32(4). In discussing this section, the Iowa Supreme Court has explained:

In deciding whether a particular oral contract is governed by section 622.32(4), the question is not whether performance must actually be completed within a year but whether it would be possible to perform the contract within that time frame. Put another way, contracts of uncertain duration are simply excluded; the provision covers only those contracts whose performance cannot possibly be completed within a year.... Section 622.32(4) is narrowly applied to contracts that are not capable under any circumstances of being performed in one year.

Harriott, 671 N.W.2d at 423 (emphasis in original) (citations, quotations and internal alterations omitted); see also Smidt, 695 N.W.2d at 22 (“The question engendered by the statute of frauds is solely one of capability of performance.... ”).

Examining the undisputed facts in the light most favorable to the Brattons, the court concludes that, if an oral contract existed, it was a conditional agreement that was capable of performance within one year. In Gary Bratton’s January 27, 2003 email to Kneeland, Gary Bratton stated: “As long as we’re doing a good job for you, I would hope that you would not contract agents directly to the company and that you would refer agent inquiries to us.” (emphasis added). In his deposition, Gary Bratton testified as follows:

Nobody ever said that it was a no-cut contract, but, again, if both parties are performing and we’re people of integrity and we’re doing what we’re supposed to and the company is doing what they’re supposed to, supplying products, then we would anticipate or certainly, I, as an intelligent person, would anticipate the contract would go on indefinitely.

This evidence reflects an understanding that the alleged oral contract would continue “as long as” and “if’ the Brattons performed satisfactorily. Either one of those conditions could have ceased within one year. Moreover, the alleged oral contract was capable of performance within one year, because WRL could have decided to stop providing fixed life products or it could have gone out of business. Cf. Shearon v. Boise Cascade Corp., 478 F.2d 1111, 1115 (8th Cir.1973) (applying Iowa law and concluding that, even though the oral contract was “of no specified duration,” the parties could have completed performance within one year because “one or both parties might have gone out of business within a year”); Smidt, 695 N.W.2d at 22 (determining that the Iowa Statute of Frauds was not applicable because the employer could have promoted the employee within one year). Therefore, the statute of frauds does not prohibit the introduction of evidence of the alleged oral contract.

b. Elements of breach of contract

WRL seeks summary judgment on the Brattons’ contract claim.

The complaining party in a breach of contract action must prove the following elements: “(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.”

Wagner Enters., Inc. v. John Deere Shared Servs., Inc., 397 F.Supp.2d 1097, 1104-05 (N.D.Iowa 2005) (quoting Med. Assocs. Health Plan, Inc. v. CIGNA Corp., 393 F.Supp.2d 722, 725-26 (N.D.Iowa 2005)). “ ‘Whether an oral contract existed, what its terms were, and whether it was breached ordinarily are questions for the trier of fact.’ ” Id. at 1105 (quoting Dallenbach v. MAPCO Gas Prods., Inc., 459 N.W.2d 483, 486 (Iowa 1990)). To survive summary judgment, however, the Brattons must be able to present sufficient evidence of the alleged oral contract and its terms to ascertain what duties and conditions were established by the oral contract. See id.; see also Celotex Corp., 477 U.S. at 323, 106 S.Ct. 2548 (explaining that, when the party with the burden of proof fails to make a sufficient showing of an essential element of a claim, the opposing party is “entitled to a judgment as a matter of law”).

“To prove the existence of an oral contract, the terms must be sufficiently definite for a court to determine with certainty the duties of each party, the conditions relative to performance, and a reasonably certain basis for a remedy.” Gallagher, Langlas & Gallagher v. Burco, 587 N.W.2d 615, 617 (Iowa Ct.App.1998). “[W]hen the terms are not definite, courts are reluctant to impose reasonable terms on contracting parties.” Id. However, the agreement must only be certain (not absolutely certain) and unequivocal in its essential terms. In re Price, 571 N.W.2d 214, 216 (Iowa Ct.App.1997). For an “oral contract to be found and enforceable, the terms must be so definitely fixed so that nothing remained except to reduce the terms to writing.” Id. However, when an oral contract appears to exist, Iowa courts are “reluctant to find it too uncertain to be enforceable.” Gallagher, 587 N.W.2d at 617.

The Brattons claim that the oral agreement permitted them to market WRL fixed life products and recruit insurance agents and agencies to sell those products. The Brattons claim that WRL was bound by the following terms and conditions: (1) WRL agreed to pay the Brattons 135% commission when the recruited agents sold WRL products; (2) WRL agreed to allow the Brattons a “reasonable amount of time” to build the distributorship; and (3) WRL agreed to refrain from paying any other IMO at the same commission level. WRL argues that the terms of the alleged oral contract are not certain enough to be enforceable.

WRL focuses on statements made by Kirby and argues that the Brattons cannot prove element one — that a contract existed. For purposes of the Motion, WRL concedes that Kirby made the statements the Brattons attribute to him. That is, he stated the following:

(1) “[W]e hope this will be the last company that you will ever need.”

(2) “[T]his is the last life insurance you will ever need.”

(3) “[W]e like to have one marketing organization lead each of our distribution channels. We have the iG-roup for Life Investors, Life Professionals for Peoples Benefit and we are pleased to have [the Brattons] for [WRL]. We only do business with people we believe in. We went to Memphis to meet with [the Brattons] and we were impressed with their operation.”

(4) “[Y]ou guys are doing fíne. It will take several years to build this distribution. It took Larry Earl and the iGroup at least three years before they had significant, consistent production for Life Investors.”

WRL claims that these statements are too indefinite to form an oral contract. The court agrees that these statements, standing alone, are too indefinite to form a contract and are mere oral assurances by WRL. See Wagner, 397 F.Supp.2d at 1106 (finding that the statement “I will tell you that unless you just totally screw up [the contract] won’t be canceled” was merely an oral assurance regarding the contract and did nothing to amend the contract terms).

The above-stated assurances by Kirby, however, are only one piece of the alleged implied contract. As the Brattons correctly point out, the evidence shows that the parties’ relationship consisted of “a series of meetings, discussions, and proposals that occurred between November 7, 2002 and January 2003.” The parties met in WRL’s Florida offices in November 2002, then the Brattons sent the Proposal to Kirby in December 2002 and Kirby met with the Brattons at their Tennessee office in January 2003 to discuss the Proposal. The Brattons formally presented the Proposal at that January 2003 Meeting. The Proposal contemplated, in part, that the Brattons would “control and manage virtually all marketing functions for the [WRL] fixed life products division” in exchange for “a total payout of about 140% in first year commission.” Moreover, at the January 2003 Meeting, the Brattons presented a slide presentation which included projections for a “fixed life premium volume of $50,000,000 within five years.” Within the context of the slide presentation, the Brat-tons requested that WRL provide them with adequate commission payout, a marketing expense allowance, home office support and “[protection, based on Performance — No New Agents Contracted directly to WRL.”

Following the formal presentation of the Proposal, Miller made the Rodeo Remark and Gary Bratton and Kneeland subsequently exchanged emails. Gary Bratton stated, in pertinent part: ‘We’re delighted to be heading up the fixed products distribution for WRL ...” Kneeland replied, in part: “We are also looking forward to having [the Brattons] marketing the WRL ‘fixed’ products. ‘Heading up the distribution for WRL’ might be a little strong.” In turn, Gary Bratton replied:

No one from WRL ever responded to this email until Miller and Kneeland sent a letter to the Brattons on May 7, 2003, and stated, in part, that “we do not give exclusives.” In a May 19, 2003 letter the Brat-tons replied: “We understand that we do not have an exclusive to market WRL fixed products.... ” On the same day, Randy Bratton emailed Kneeland and Miller and discussed the information to be supplied in the Brattons’ “recruiting kits.”

Following the January 2003 Meeting, the Brattons began marketing WRL fixed life products and began recruiting agents and agencies to sell the products. WRL paid the Brattons for their efforts beginning in mid-2003 pursuant to the Commission Schedule created by Randy Bratton and Melchert. As late as September 2003, and in response to Gary Bratton’s concern regarding Roberts working for another one of AEGON’s statutory carrier companies, Kneeland made the statement to Gary Bratton that he did not like the idea of WRL contracting with Charles Roberts with a company other than the Brattons.

The Iowa Supreme Court has determined that “ ‘[w]here an offeree fails to reply to an offer, his silence and inaction operate as an acceptance ... [only in several situations, including w]here an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.’ ” Roger’s Backhoe Serv. v. Nichols, 681 N.W.2d 647, 651 (Iowa 2004) (quoting Restatement (Second) of Contracts § 69, cmt. a (1981)). Here, the Brattons have presented sufficient facts for a jury to find that they had made an offer and WRL accepted the offer through a combination of their silence and knowledge that the Brattons were expending resources and using their best efforts to promote WRL fixed life products. In other words, they have presented sufficient facts for a jury to find that an implied-in-fact contract existed and that the terms and conditions of the contract were as set forth above. The facts are sufficient for a jury to find that the parties entered into an implied five-year or indefinite contract.

The Brattons can show that a contract existed and that the terms are sufficiently definite to be enforceable. Furthermore, the Brattons can establish the remaining breach of contract elements. Molo Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224-25 (Iowa 1998) (noting that breach of contract in Iowa requires the existence of a contract, sufficiently definite terms and conditions, performance, breach and damages). The Brattons can show that they performed under the terms of the contract. Specifically, they marketed and promoted WRL fixed life products and recruited agents and agencies to sell the products. The Brattons have also presented evidence to establish element four of the breach of contract claim, that is, evidence in the record shows that WRL terminated the relationship on March 17, 2004, regardless of whether the relationship was a five-year or indefinite relationship. Finally, the Brattons have presented evidence to show that they incurred damages as a result of the action taken by WRL in March of 2004. A jury could find that, as a result of the Brattons’ promotion of WRL. fixed life products and their efforts to recruit others to sell WRL fixed life products, the Brattons incurred expenses of $420,169.

Similarly, it is for the fact-finder to determine whether the alleged oral contract is certain enough to be enforceable. See Gallagher, 587 N.W.2d at 617. The court finds that, as a matter of law, the Brattons have presented sufficient evidence to prevail on their breach of contract claim.

c. Whether the oral contract is terminable at will

Next, WRL claims that, even if the Brattons can establish the elements of a breach of contract claim, summary judgment should be entered against them because contracts with indefinite terms are terminable at will. The Brattons respond that the oral contract was not terminable at will and that WRL’s reliance on cases involving employment and personal services contracts is misplaced.

The cases WRL cites in support of its proposition that contracts with indefinite terms are terminable at will are all employment and personal services contract cases. See, e.g., Olander v. State Farm Mut. Automobile Ins. Co., 317 F.3d 807, 810 (8th Cir.2003) (stating that “the general rule in this country has long been that a personal services contract of indefinite duration may be terminated at will by either party”). The court finds that, if an oral contract existed, it is not a personal services contract and, thus, the cases cited by WRL are inapplicable. A personal services contract generally “contemplates performance of duties involving the exercise of special knowledge, judgment, taste, skill, or ability.” Corell v. Teamsters Local Union No. 828, No. 00-1098, 2002 WL 31018534, at *2 (Iowa Ct.App. Sept.11, 2002) (unpublished). Such contracts historically have included contracts to paint a picture, contracts between an author and his publisher, contracts in which one party agrees to sing, and agreements to render services as a physician. Id. (citing In re Compass Van & Storage Corp., 65 B.R. 1007, 1011 (Bankr.E.D.N.Y.1986)). The alleged agreement which would authorize the Brattons to market, distribute and recruit for WRL is distinct from a personal services or employment contract.

The court also finds that the distributorship case cited by the Brattons is distinguishable from the facts at hand. In C.C. Hauff Hardware, Inc. v. Long Mfg. Co., 257 Iowa 1127, 136 N.W.2d 276 (Iowa 1965), the hardware company was an exclusive distributor of hardware. Id. at 278-79. As part of this agreement, the hardware company agreed to carry certain stock. Id. The Iowa Supreme Court held that reasonable notice was required to terminate the exclusive distributorship agreement. Id.; see also Des Moines Blue Ribbon Distribs. v. Drewrys Ltd., USA, Inc., 256 Iowa 899, 129 N.W.2d 731, 736 (Iowa 1964) (holding that reasonable notice is required for contract termination where a partially oral contract gives a distributor a sole distributorship for an indefinite period of time and where the beer distributor advertised and promoted the brewery’s product). In the instant case, the Brat-tons did not maintain stock. Furthermore, the evidence shows that this was not an exclusive agreement. In fact, in the May 19, 2003 letter, Gary Bratton admits that the Brattons do not have an exclusive agreement to market WRL fixed life products.

When the parties to a contract fail to specify the duration of the contract, Iowa courts look to the type of contract at issue. ‘When the duration of employment contracts is indefinite, the contract can be terminated at will by either party.” Keppy v. Lilienthal, 524 N.W.2d 436, 439 (Iowa Ct.App.1994) (citing Blackhawk Bldg. Sys. v. Law Firm, 428 N.W.2d 288 (Iowa 1988)). When a contract grants an exclusive d