Alison M. Ryan, as Trustee of The Ryan Joint Revocable Trust v. Erin T. Ryan

2023 WI App 21

COURT OF APPEALS OF WISCONSIN
PUBLISHED OPINION

Case No.: 2021AP1867

Complete Title of Case:

ALISON M. RYAN, AS TRUSTEE OF THE RYAN JOINT REVOCABLE
TRUST AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF
PATRICK T. RYAN,

PLAINTIFF-RESPONDENT,

V.

ERIN T. RYAN,

DEFENDANT-THIRD-PARTY PLAINTIFF-APPELLANT.

Opinion Filed: March 23, 2023
Submitted on Briefs: May 19, 2022

JUDGES: Blanchard, P.J., Graham, and Nashold, JJ.
Concurred:
Dissented:

Appellant
ATTORNEYS: On behalf of the defendant-third-party plaintiff-appellant, the cause
was submitted on the briefs of Justin H. Lessner and Melissa K.
Warner of Axley Brynelson, LLP.

Respondent
ATTORNEYS: On behalf of the plaintiff-respondent, the cause was submitted on the
brief of Ronald R. Ragatz of DeWitt LLP.
2023 WI App 21

COURT OF APPEALS
DECISION NOTICE
DATED AND FILED This opinion is subject to further editing. If
published, the official version will appear in
the bound volume of the Official Reports.
March 23, 2023
A party may file with the Supreme Court a
Sheila T. Reiff petition to review an adverse decision by the
Clerk of Court of Appeals Court of Appeals. See WIS. STAT. § 808.10 and
RULE 809.62.

Appeal No. 2021AP1867 Cir. Ct. No. 2020CV1997

STATE OF WISCONSIN IN COURT OF APPEALS

ALISON M. RYAN, AS TRUSTEE OF
THE RYAN JOINT REVOCABLE TRUST
AND AS PERSONAL REPRESENTATIVE OF
THE ESTATE OF PATRICK T. RYAN,

PLAINTIFF-RESPONDENT,

V.

ERIN T. RYAN,

DEFENDANT-THIRD-PARTY
PLAINTIFF-APPELLANT.

APPEAL from an order of the circuit court for Dane County:
FRANK D. REMINGTON, Judge. Affirmed.

Before Blanchard, P.J., Graham, and Nashold, JJ.

¶1 NASHOLD, J. Erin Ryan appeals a circuit court order granting
summary judgment to Alison Ryan on Erin’s counterclaim against Alison, and
No. 2021AP1867

dismissing Erin’s counterclaim.1 Erin’s counterclaim alleges that Alison’s former
husband, Patrick Ryan, breached his obligation to maintain life insurance under a
shareholder agreement when he committed suicide. We agree with the circuit court
that “maintain” under the shareholder agreement means to own policies on the other
shareholder’s life and to pay the premiums due on those policies and that therefore
Patrick’s suicide did not constitute a breach of the agreement. Accordingly, we
affirm.

BACKGROUND

¶2 Erin and Patrick were brothers, and Alison is Patrick’s widow. Erin
and Patrick owned and operated an ambulance business together. They were equal
co-owners of the companies that comprised the business, which included Ryan Bros.
Ambulance, Inc., Ryan Bros. Fort Atkinson, LLC, and PEAT, LLC (collectively,
the “Companies”). Erin and Patrick, along with the Companies, entered into an
Amended and Restated Stock Purchase and Redemption Agreement and LLC
Interest Purchase Agreement (the “Agreement”). The Agreement requires that,
upon the death of one of the brothers, the surviving brother would be required to
purchase the deceased brother’s shares of the Companies at a price determined by
the Agreement.

¶3 The Agreement contains a provision, Section 5.1, that requires Erin
and Patrick to each own and pay premiums on at least $5 million of life insurance
on the other’s life to ensure that if one of the brothers died, the other would be able
to purchase the deceased brother’s shares in the Companies and continue the

1
Alison is acting in her capacity as Trustee of the Ryan Joint Revocable Trust and as
Personal Representative of The Estate of Patrick T. Ryan. Separately, because the three individuals
discussed in this opinion share the same last name, we refer to them by their first names.

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ownership and management of the Companies. Significant here, Section 5.1 states,
“Such policies shall be maintained during the term of this Agreement.”

¶4 Patrick and Erin each obtained $6 million in life insurance on the life
of the other. Exhibit A to the Agreement provides the life insurance policies that
Patrick and Erin each individually owned on the life of the other, including the
policy pertinent here—a Prudential policy with a face value of $1 million
(“Prudential Policy” or “the Policy”). The Prudential Policy was owned by Erin—
who paid its premiums and was the beneficiary—and insured Patrick’s life. The
Prudential Policy contains a “Suicide Exclusion,” providing that if the insured (here,
Patrick) dies by suicide within two years from the issue date, the Policy “end[s]
without any death benefit paid” and the premiums are returned.

¶5 Patrick died by suicide within two years of the issuance of the
Prudential Policy. Following Patrick’s death, three of the four life insurance
policies on Patrick’s life held by Erin paid out their full face values, for a total of
$5 million. Prudential denied payment of the $1 million death benefit under the
Policy’s suicide exclusion. This meant that Erin did not receive the $1 million death
benefit as the beneficiary on the Policy.

¶6 Alison filed suit against Erin, alleging breach of contract and unjust
enrichment. Specifically, Alison alleged that Erin had received, or had access to,
$5 million in life insurance proceeds but refused to purchase Patrick’s interests in
the Companies at the price and within the timeframe provided by the Agreement.
Erin counterclaimed, alleging that Patrick breached Section 5.1 of the Agreement

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because, by taking his own life within two years of the Policy’s issuance, he failed
to “maintain”2 the Policy.

¶7 The parties entered into a stipulation that partially resolved the claims.
Pursuant to the stipulation, the parties agreed to a total purchase price for the
Companies of approximately $5 million. Alison transferred all of Patrick’s shares
and member interests in the Companies to Erin in exchange for approximately
$4 million of the $5 million that three of Erin’s four policies had paid out. The
parties further agreed that the $4 million paid to Alison was $1 million less than the
actual price for the shares and that the circuit court would decide whether the
remaining $1 million would go to Alison, who sought the funds to complete Erin’s
purchase, or to Erin, who sought the funds under his counterclaim.

¶8 The parties filed cross-motions for summary judgment on Erin’s
counterclaim. The circuit court granted Alison’s motion for summary judgment and
denied Erin’s motion. The court rejected Erin’s argument that, by committing
suicide, Patrick breached Section 5.1 of the Agreement by failing to “maintain” the
Prudential Policy. The court determined that the word “maintain” is not ambiguous
and, in the context of Section 5.1, means that each brother had an obligation to own
life insurance policies for the other brother’s life and to pay the premiums. Thus,
the court concluded that Patrick did not have an obligation to maintain insurance on
his own life, nor did he “have an obligation to modify his behavior based on Erin’s
ownership of an insurance policy on Patrick’s life.” As a result, the court

2
As noted in the text above, Section 5.1 actually uses the phrase “[s]hall be maintained.”
For ease of reading, this opinion follows the lead of the circuit court and the parties and sometimes
uses the word “maintain” rather than “maintained.”

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determined that Patrick did not breach the Agreement by committing suicide and
that Alison is entitled to the remaining $1 million. Erin appeals.

DISCUSSION

I. Standard of Review.

¶9 We review a circuit court’s ruling on summary judgment de novo.
Chapman v. B.C. Ziegler & Co., 2013 WI App 127, ¶2, 351 Wis. 2d 123, 839
N.W.2d 425. Summary judgment is appropriate if there is no genuine issue as to
any material fact and the moving party is entitled to judgment as a matter of law.
WIS. STAT. § 802.08(2) (2021-22).3 Here, the parties agree that there are no facts in
dispute on the decisive issue in this case; instead, each party claims that, under the
language of Section 5.1 of the Agreement, the party is entitled to judgment as a
matter of law. We agree with the parties’ framing of the issue. Therefore, this case
turns on the interpretation of a contract, which is a question of law. Star Direct,
Inc. v. Dal Pra, 2009 WI 76, ¶18, 319 Wis. 2d 274, 767 N.W.2d 898. We review
questions of law de novo. Id.

II. The Circuit Court Properly Concluded that Patrick Did Not Breach
the Agreement By Committing Suicide.

¶10 Erin argues that Patrick had an obligation under Section 5.1 of the
Agreement to “maintain” the Prudential Policy on his own life that was taken out
by Erin and that Patrick breached this obligation by committing suicide within two
years of the Policy’s issuance. Section 5.1 states, in pertinent part:

5.1 Life Insurance. Each Shareholder shall own and
pay premiums on at least $5,000,000 of life insurance on the

3
All references to the Wisconsin Statutes are to the 2021-22 version unless otherwise
noted.

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other Shareholder to fund the cross purchase obligation of
the continuing Shareholder pursuant to this Agreement on
the death of a Shareholder. A listing of the policies is
attached hereto as Exhibit A. Such policies shall be
maintained during the term of this Agreement.

¶11 As previously noted, Erin was the owner of the Prudential Policy and
paid its premiums, and Patrick was the Policy’s insured. For the reasons that follow,
we agree with the circuit court that Patrick had no obligation to “maintain” insurance
on his own life. Instead, Patrick was obligated to own and pay premiums for the
insurance on Erin’s life and Erin was obligated to own and pay premiums for the
insurance on Patrick’s life. As a result, we further conclude that Patrick had no
obligation to “maintain” the Prudential Policy and did not breach the Agreement by
committing suicide.

¶12 The core dispute centers on the meaning of the phrase, “Such Policies
shall be maintained,” as used in Section 5.1 of the Agreement. The circuit court
concluded, and neither party disputes, that the term “maintained” is unambiguous.
“[U]nambiguous contract language controls contract interpretation.” Kernz v. J.L.
French Corp., 2003 WI App 140, ¶9, 266 Wis. 2d 124, 667 N.W.2d 751. “When
the terms of a contract are clear and unambiguous, we construe the contract’s
language according to its literal meaning.” Ash Park, LLC v. Alexander & Bishop,
Ltd., 2015 WI 65, ¶35, 363 Wis. 2d 699, 866 N.W.2d 679. Moreover, we “consider
the language of the contract as a whole, and analyze contract clauses in context, as
they are reasonably understood.” MS Real Est. Holdings, LLC v. Donald P. Fox
Fam. Tr., 2014 WI App 84, ¶29, 356 Wis. 2d 307, 853 N.W.2d 627.

¶13 We conclude that, considered in context, the requirement that “[s]uch
policies … be maintained” appearing in the third sentence of Section 5.1 refers to
the policies mentioned in the two preceding sentences and to the obligations that

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each shareholder has with respect to those policies as set forth in the first sentence.
Stated differently, the first sentence describes what it means for “[s]uch policies” to
be “maintained”—namely, that each shareholder must own and pay premiums for
life insurance on the life of the other shareholder (in the required amount). As the
circuit court explained:

Turning to the context in which “maintain” is used,
two particular sentences of provision 5.1 stand out: “Each
Shareholder shall own and pay premiums on at least
$5,000,000 of life insurance on the other Shareholder” and
“Such policies shall be maintained during the term of this
Agreement.” The language is written to apply to both Erin’s
ownership and payment of premiums of life insurance
policies on Patrick’s life and Patrick’s ownership and
payment of premiums of life insurance policies on Erin’s
life. The sentence construction imposes a responsibility on
each respective shareholder to own and make regular
payments on the policies. It does not [otherwise] impose a
responsibility on the insured to behave or act in a certain
way.

(Citation omitted.) Thus, because the duty to “maintain” the policies refers solely
to the policyholder’s obligation to own policies on the other brother and to pay the
respective premiums, Patrick had no duty under the Agreement with respect to the
Prudential Policy. Instead, it was Erin who had the obligation to “maintain” in this
manner the Prudential Policy on Patrick’s life. Patrick had a separate obligation to
“maintain” insurance policies on Erin’s life. And because Patrick had no duty under
the Agreement to “maintain” the Prudential Policy, he likewise had no obligation to
refrain from committing suicide or from taking any other action with respect to that
Policy. We therefore reject Erin’s contention that “Patrick and Erin had joint
obligations to maintain the Prudential Policy” on Patrick’s life. The Agreement
contains no “joint” obligation to maintain the Prudential Policy or any other policy;
rather, the brothers’ obligations were individual—to maintain their own respective
policies on each other’s lives.

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¶14 Erin raises several arguments in support of his contention that
Patrick’s suicide constituted a failure to maintain the Prudential Policy. These
arguments are unpersuasive. Erin argues that Patrick, as the insured, had “attendant
responsibilities” to ensure that the Prudential Policy’s death benefit would be paid.
According to Erin, this responsibility includes the duty to refrain from committing
suicide within two years of the Policy’s issuance. Erin bases this argument on the
premise that Patrick’s death by suicide had the same effect as would a failure to pay
the premiums on the Prudential Policy, namely, the policy proceeds would not be
paid. While that may be true, such an effect does not allow this court to read a
requirement into the plain language of Section 5.1 that does not exist. See Ash Park,
363 Wis. 2d 699, ¶35.

¶15 Erin also argues that Patrick was required “to take other steps to
ensure the policy was effective,” such as submitting health and family history and
sitting for a medical examination as part of the application for the Prudential Policy.
According to Erin, because Patrick had to take these additional actions so that Erin
could obtain the Policy, Patrick’s obligation under Section 5.1 of the Agreement
“was not simply limited to paying premiums” on the Policy. However, the
Agreement itself does not contain these obligations and we discern no reason to
interpret “maintain” to mean that he had these obligations. In fact, given that the
Prudential Policy had a “Contract Date” of May 18, 2018, and the Agreement was
executed in November 2019, any such actions were taken by Patrick before the
Agreement was even executed. Thus, these other obligations—which do not appear
in the Agreement and were completed prior to the Agreement’s execution—cannot
inform our interpretation of the word “maintained” in the Agreement. We further
note that Erin’s argument would require us to look to extrinsic evidence for
interpretation of “maintained,” which we cannot do when, as here, the term is

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unambiguous. See Tang v. C.A.R.S. Prot. Plus, Inc., 2007 WI App 134, ¶¶28-29,
301 Wis. 2d 752, 734 N.W.2d 169.

¶16 In a related argument, Erin relies on the following dictionary
definition of “maintain:” “to keep in an existing state (as of repair, efficiency, or
validity): preserve from failure or decline.” Maintain, MERRIAM-WEBSTER
ONLINE DICTIONARY, https://www.merriam-webster.com/dictionary/maintain (last
visited March 15, 2023). Erin argues, “Based on that plain meaning, Patrick had
the obligation to ensure that the Prudential Policy was kept in a valid state during
the term of the Agreement.” As stated above, however, Patrick had no duty under
the Agreement to maintain insurance on his own life; that obligation belonged to
Erin. And, consistent with the dictionary definition Erin offers, Erin’s payment of
the premiums kept the policies on Patrick’s life (including the Prudential Policy) “in
an existing state” and “preserve[d] [them] from failure or decline.”

¶17 Separately, Erin relies on two cases from other jurisdictions for his
argument that Patrick’s suicide constituted a breach of the Agreement: Tintocalis
v. Tintocalis, 25 Cal. Rptr. 2d 655 (Cal. Ct. App. 1993), and Woytas v. Greenwood
Tree Experts, Inc., 206 A.3d 386 (N.J. 2019). Tintocalis and Woytas both involved
divorce proceedings in which the husbands were required (by a separate court order
and a Marital Settlement Agreement, respectively) to purchase and “maintain” life
insurance on their own lives so that, in the event of the husbands’ deaths, their wives
(and in Woytas, the children) would be guaranteed financial support. Tintocalis, 25
Cal. Rptr. 2d at 657-58; Woytas, 206 A.3d at 388. The husbands subsequently
committed suicide, the insurance companies refused to pay the policies’ proceeds
due to the policies’ suicide exclusions, and the wives sought recovery from the
husbands’ estates. Tintocalis, 25 Cal. Rptr. 2d at 657; Woytas, 206 A.3d at 388.
The appellate courts in both cases agreed with the wives, determining that, by

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committing suicide within the policies’ exclusionary periods, the husbands had
breached their obligations to maintain life insurance. Tintocalis, 25 Cal. Rptr. 2d
at 658-59; Woytas, 206 A.3d at 393.

¶18 Not only are these cases from other jurisdictions not controlling, they
are also not on point. Unlike the instant case, in both Tintocalis and Woytas, the
decedents were expressly required to maintain insurance on their own lives. In
contrast, Patrick had no obligation to maintain insurance on his own life under the
Agreement; rather, his obligation was to maintain insurance on Erin’s life. Erin
does not suggest that Patrick failed to maintain any policies on Erin’s life, the only
policies that the Agreement required him to maintain. Thus, neither Tintocalis nor
Woytas lends support to Erin’s interpretation of the Agreement.

¶19 In sum, we conclude that “maintain” under the Agreement
unambiguously means to own and pay premiums on the life insurance policies on
the other shareholder’s life. The Agreement did not impose an additional obligation
on Patrick to refrain from committing suicide. Thus, the circuit court properly
concluded that Patrick’s suicide did not constitute a breach of the Agreement.4

4
Because we affirm the circuit court on the ground that Patrick did not breach the
Agreement by committing suicide, we need not discuss Alison’s other arguments in support of the
court’s decision. See Barrows v. American Fam. Ins. Co., 2014 WI App 11, ¶9, 352 Wis. 2d 436,
842 N.W.2d 508 (2013) (“An appellate court need not address every issue raised by the parties
when one issue is dispositive.”).

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CONCLUSION

¶20 For the reasons stated, we affirm the circuit court order granting
summary judgment to Alison on Erin’s counterclaim and dismissing Erin’s
counterclaim.

By the Court.—Order affirmed.

2