United States District Court, D. Connecticut
RULING ON DEFENDANTS' MOTION TO DISMISS THE
A. BOLDEN, UNITED STATES DISTRICT JUDGE
Raymond Kollar (“Mr. Kollar” or
“Plaintiff”) brings this suit against Defendants
Allstate Insurance Company and Allstate Financial Services,
LLC (collectively “Defendants”), with whom he was
affiliated as a licensed insurance agent. He raises five
claims in his Complaint. Specifically, he asserts that both
Defendants are liable for breach of contract, breach of the
implied covenant of good faith and fair dealing, violation of
the Connecticut Unfair Trade Practices Act
(“CUTPA”), Conn. Gen. Stat. § 42-110a,
et seq., tortious interference with his business
expectancy, and negligent misrepresentation. Defendants move
to dismiss all counts.
reasons that follow, Defendants' Motion is GRANTED. The
Court dismisses all of Mr. Kollar's claims, but does so
without prejudice to his filing an amended complaint within
thirty (30) days of this decision.
Allstate Insurance Company and Allstate Financial Services,
LLC (“Defendants”) are foreign corporations with
their principal offices located at 3075 Sanders Rd., Ste.
H2D, Northbrook, Illinois, 60062. Compl., ¶ 2.
Defendants are engaged in the sale of insurance products in
the State of Connecticut, in collaboration with insurance
agents authorized to act on their behalf. Id.
many years, Raymond Kollar served as a licensed insurance
agent in the State of Connecticut with an office in Trumbull,
Connecticut. Compl., ¶ 1. Between 1991 and 2003, Mr.
Kollar worked as a “sales producer” for Robert D.
Richter, an Allstate agent. Id. at ¶ 5. When
Mr. Richter retired in 2003, Mr. Kollar purchased his book of
business and established his own agency called
Allstate-Raymond Kollar Agency. Id. Mr. Kollar
signed an exclusive agency agreement with Defendant Allstate
Insurance Company, see AllstateR3001S Exclusive
Agency Agreement, Ex. B. to Mot. to Dismiss, ECF No. 20-2
(“Contract”), under which he was authorized to
act as an insurance agent on Allstate's behalf.
Id. at ¶ 3. The Agency was allegedly Mr.
Kollar's “lifework and business, ” and
supported Mr. Kollar and his family for more than a decade.
Id. at ¶ 6.
the Contract, Allstate would “determine in its sole
discretion all matters relating to the business and the
operation of the Company including, but not limited to, the
2. The acceptance or rejection of any application;
3. The termination or modification of any contract or the
refusal to renew any contract;
4. The limitation, restriction, or discontinuance of the
writing or selling of any policies, coverages, lines, or
kinds of insurance or other Company Business; . . . .
at I.F., pp. 1-2. The Contract provided that, as an agent,
Mr. Kollar could “select [his] sales location, within a
geographical area specified by the Company, subject to
Company approval.” Id. at V.A., pp. 4. It
added, however, that Mr. Kollar had “no exclusive
territorial rights” to his sales location. Id.
(“You understand that you have no exclusive territorial
rights in connection with your sales location.”).
Finally, the Contract explained that the relationship between
Mr. Kollar and Allstate could be terminated in several ways,
2. By either party, with or without cause, upon providing
ninety (90) days written notice to the other, or such greater
number of days as is required by law. Once written notice of
termination has been given by either party, you will,
immediately upon request of the Company cease to act or to
represent yourself in any way as an agent or representative
of the Company, but you will receive compensation pursuant to
Section XV. from the Company for the period up to and
including the specified termination date;
3. Alternatively, by the Company, with cause, immediately
upon providing written notice to you. Cause may include, but
is not limited to, breach of this Agreement, fraud, forgery,
misrepresentation or conviction of a crime. The list of
examples of cause just stated shall not be construed to
exclude any other possible ground as cause for termination.
Agreement, XVII.B., pp. 7.
Kollar alleges that, in 2014, Defendants “improperly
caused [his] lifework, business and agency to abruptly
end.” Compl. at ¶ 7. Mr. Kollar alleges that
Defendants caused this harm in several ways, leading to the
five claims for relief in his Complaint.
Defendants Allegedly Interfere with the Life Insurance
Application Mr. Kollar Submitted on his Wife's Behalf
early 2014, Mr. Kollar submitted an application in his
wife's name for life insurance coverage from Lincoln
Benefit Life. Compl., ¶ 9(e). On July 2, 2014, Mr.
Kollar's wife received a letter from Lincoln Benefit Life
stated that it had “been informed that [she wished] to
withdraw [her] application for insurance coverage.”
Id. at ¶ 9(f). Neither Mr. Kollar nor his wife
remembered withdrawing the application, he alleges, and they
began to investigate. Id. at ¶ 9(g). They
allegedly “learned that Allstate Regional Financial
Services Leader Dan Mattingly, an individual who oversaw the
sale of financial service products, improperly interfered
with the underwriting decision and caused the application to
be denied.” Id. at ¶ 9(h). They also
allegedly learned that there was no other reason why Lincoln
Benefit could not have issued the policy. Id. at
Defendants Allegedly Improperly Terminate Mr. Kollar's
Employment and File a Form U-5 that Allegedly Falsely States
that he Failed to Meet Minimum Production Requirements
Kollar alleges that he was subject to “minimum
production requirements” under the Agreement with
Defendants. See Compl., ¶ 9. Before 2014, Mr.
Kollar had satisfied his production requirements.
Id. at ¶ 9(b). In 2014, he alleges, he would
have satisfied the production requirements as well, because
of the Life Insurance application he had submitted on his
wife's behalf. Id. In July 2014, Allstate Senior
Vice President Bill Kavanaugh had informed Mr. Kollar by
e-mail that any policy made by an agent on behalf of the
agent or his or her “spouse, children, household
members, father, or mother [would] no longer be eligible for
advanced compensation.” Id. at ¶ 9(c).
According to the e-mail, Mr. Kollar alleges, this policy
would be “effective Oct. 1 through Dec. 31, 2014,
” meaning that his wife's application should have
counted towards his production requirements for 2014, which
allegedly had a June 30, 2014 deadline. Id. at
¶¶ 9(a); 9(c).
August 20, 2014, Mr. Kollar received a termination letter
from Terri Winger, Territorial Sales Manager for Allstate.
Compl., ¶ 7; see also Letter, Ex. B to Motion
to Dismiss, ECF No. 20-3. Mr. Kollar also received copy of a
“Form U-5” that Allstate had filed with the
Financial Industry Regulatory Authority, Inc.
(“FINRA”) regarding the termination. Compl. at
¶ 7; see also Rev. Form U5, Ex. D to Motion to
Dismiss, ECF No. 20-5. The Form notified FINRA of Mr.
Kollar's “full termination” and cited, as a
“termination explanation, ” his “failure to
meet minimum production requirements as required by the
firm.” Two weeks earlier, Mr. Kollar alleges, he had
received a call from an Allstate employee named Robert Dunn.
Compl., ¶ 8. Mr. Dunn allegedly told Mr. Kollar
“that he was being terminated because a variable life
insurance policy that was submitted on behalf of Kollar's
wife with Lincoln Benefit Life ‘was rejected and not
issued.'” Id. at ¶ 9.
Defendants Improperly Interfere in the Sale of Mr.
Mr. Kollar was terminated, he sold his agency. Under the
Contract, Allstate reserved the right to approve the buyer
before such a sale. Specifically, Allstate told Mr. Kollar,
in the Agreement, that:
You have an economic interest, as defined in this Agreement
and the Incorporated Supplement and EA Manual, in your
Allstate customer accounts developed under this Agreement.
Subject to the terms and conditions set forth in this
Agreement and the incorporated Supplement and EA Manual, you
may transfer your entire economic interest in the business
written under this Agreement upon termination of this
Agreement by selling the economic interest in the business to
an approved buyer. The Company retains the right in its
exclusive judgment to approve or disapprove such a transfer
XVI.B., pp. 7. In its termination letter to Mr. Kollar,
Allstate reiterated this requirement, stating that “if
you elect to sell your economic interest in the book of
business, Allstate has the absolute right of approval of the
buyer.” Letter, 1.
Kollar alleges that Allstate “interfered with the sale
of the agency by refusing to allow qualified,
previously-approved agents to purchase the agency, forcing
[him] to sell to member of Defendant's ...