Service Vending Co. v. Wal-Mart Stores, Inc.

ON MOTION FOR REHEARING AND MOTION FOR TRANSFER

PER CURIAM.

Service Vending Company (SVC) filed motions for rehearing and for transfer. SVC subsequently filed an amended motion for rehearing. Based on the contract provision discussed in the opinion filed in this case, this court found that SVC failed to prove the element of lack of justification by Wal-Mart Stores, Inc. (Wal-Mart), in SVC’s claim for tortious interference with a business expectancy. SVC suggests in its motions that another provision in its contract with Wal-Mart, a provision directed to “assignment or transfer of the *771rights granted [SVC],” paragraph 11, afforded SVC the reasonable expectancy that it could sell its vending machines in place to the vendor Wal-Mart selected after Wal-Mart had terminated the contract with SVC. SVC argues that due to paragraph 11, Wal-Mart was without justification for requiring SVC’s vending equipment to be removed if sold to a successor vendor.

The provision in the contract to which SVC refers relates to the assignment or transfer of vending rights by a vendor. It requires prior written consent of Wal-Mart in order for a vendor, in this instance SVC, to assign the vendor’s contract rights. When there is such a transaction, the contract permits equipment that may be sold to the new vendor to remain on Wal-Mart property. That was not the situation in this case. In this case, Wal-Mart terminated SVC’s contract. Paragraph 12 prescribes the rights of the parties when that occurs. It required all equipment that belonged to SVC to be removed. Upon terminating the agreement with SVC as permitted by the contract, Wal-Mart required SVC to comply with requirements of paragraph 12 of the contract. As stated in the opinion filed in this case, Wal-Mart’s conduct was justified by this provision of its contract; thus, by reason of Wal-Mart’s contractual rights, SVC failed to prove a valid business expectancy in that there was no showing of an absence of justification for Wal-Mart’s actions.

Construction of a contract is a matter of law. Stephens v. Brekke, 977 S.W.2d 87, 94 (Mo.App.1998).

“Courts everywhere have repeatedly declared and applied the general rule that it is not within the province of the court to alter a contract by construction, or to make a new contract for the parties. It is unnecessary to cite cases to support the familiar rules that a court’s duty is confined to the interpretation of the contract which the parties have made for themselves, without regard to its wisdom or its folly, and that a court may not read into a contract words which the contract does not contain.”

Smoot v. Hyde, 855 S.W.2d 399, 403 (Mo.App.1993), quoting Rickey v. New York Life Ins. Co., 229 Mo.App. 1226, 71 S.W.2d 88, 93 (1934). The contract in this case afforded Wal-Mart a defense to the action for tortious interference with a business expectancy brought by SVC. The other issues in the Motion for Rehearing and Motion for Transfer and the Amended Motion for Rehearing require no further discussion. The motions are denied.