W. Gale Willis, Dba Willis Sales Co. v. Champlain Cable Corporation

Plaintiff Willis appeals from the district court’s grant of summary judgment in favor of defendant Champlain Cable Corporation (Champlain). Willis, employed as a manufacturer’s representative by Champlain’s predecessor, Haveg Industries, Inc., was terminated under the terms of an employment contract in September of 1976. It was clear under the contract that Willis was entitled to commissions on sales accepted up to and including the effective date of his termination. This claim, however, pertained to commissions on sales executed after his termination. He contends he was the procuring cause of those sales and that he was terminated in bad faith. Willis argues that a sales agent whose agency contract is terminated in bad faith may recover commissions on agent procured post-termination sales even if that recovery contradicts the terms of the employment contract.

Resolution of this case turned upon issues of Washington law as to which there were substantial grounds for difference of opinion. We therefore certified the question whether Washington state law implied a covenant of good faith and fair dealing that prohibits the principal in a sales agent’s contract from terminating the…