were "negotiations in progress" at the time the employment agreement
was terminated, and appellant had not taken adequate steps to enter into
a post-termination compensation agreement as required by the contract.
Additionally, the district court rejected respondents' counterclaims and
found that neither party was entitled to relief on the complaint and
counterclaims filed therein. Appellant then filed this appeal from the
district court's rejection of his claims.
On appeal, appellant argues that the district court
misinterpreted the employment contract by finding that the three
transactions at issue were "negotiations in progress" under paragraph 11.b
of the contract instead of "accrued commissions" under paragraph 11.a,
and erred by conditioning the commissions upon compliance with
paragraph 11.a's notice requirement. In response, respondents argue that
the district court correctly determined that the transactions were
"negotiations in progress," and therefore, appellant was not entitled to
commissions because he had not established a post-termination agreement
regarding their distribution and that appellant had breached the contract
so as to preclude receipt of the commissions.
The interpretation of a contract is a question of law that this
court reviews de novo. Sheehan & Sheehan v. Nelson Malley & Co., 121
Nev. 481, 486, 117 P.3d 219, 223 (2005). Having reviewed the parties'
briefs and the appellate record, we conclude that errors in the district
court's decision warrant reversal and remand. First, to the extent that the
district court found that the application of paragraph 11.a, which dealt
with accrued commissions, was contingent upon either party giving
30-days written notice before terminating the agreement, this
determination was in error. The record and appellate briefing
SUPREME COURT
OF
NEVADA
2
(0) 1947A
demonstrate that the parties mutually agreed to terminate the
employment agreement effective immediately, and on appeal, neither
party argues that the absence of 30-days notice removed the transactions
from the parameters of paragraph 11.a. In addition, while paragraph 11.a
references "the rights of the parties to any commissions which accrued"
prior to notice of termination, the contract fails to define the term
"accrued" or delineate when such an accrual occurs.
Second, the district court erred in determining that the three
transactions at issue were "negotiations in progress" at the time
appellant's employment ended because the transactions had not yet closed
escrow, and thus, paragraph 11.b applied to preclude appellant's receipt of
commissions, without considering the full language of the contract
provision. Both the district court and the parties focus their assessment
and interpretation of this provision on the phrase "negotiations in
progress," but this is not the actual language used in the contract, which
instead uses the phrase "negotiations in process." Moreover, this
"negotiations in process" language is merely the title for paragraph 11.b,
and while the district court and the parties address and interpret this
title, albeit with the incorrect phrasing noted above, they fail to address or
apply the actual language of the pertinent portion of this paragraph,
which states that the section applies to "all negotiations commenced . . .
during the term of this agreement." On remand, the district court should
take into consideration the language of the provision in its entirety when
determining whether the provision applies to the transactions at issue.
Third, and finally, the district court failed to address
respondents' contention that appellant's failure to timely turn in the files
for the three transactions was a breach of the employment contract, so as
SUPREME COURT
OF
NEVADA
3
(0) 1947A
to preclude the receipt of any commissions on those transactions. Because
the district court relied on contractual language, that the parties agree no
longer applied, while failing to fully interpret the actual language of the
contract and to fully address the issues raised by the parties, we conclude
that the district court's decision should be reversed with this matter
remanded to the district court for further proceedings consistent with this
order.
It is so ORDERED.
Hardesty
Parraguirre
cc: Hon. Allan R. Earl, District Judge
Eva Garcia-Mendoza, Settlement Judge
Reade & Associates
Prokopius & Beasley
Eighth District Court Clerk
SUPREME COURT
OF
NEVADA 4
(0) 1947A < •