This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (1994).




Glenn W. Nelson,



Kemper WCI, a division of White
Consolidated Industries, Inc., a
Delaware corporation, et al.,


Filed September 3, 1996
Norton, Judge

Hennepin County District Court
File No. 9415910

William G. Clelland, Carson and Clelland, 6300 Shingle Creek Parkway, Suite 305, Minneapolis, MN 55430 (for Appellant)

Paul R. Smith, Austin & Abrams, 700 Northstar West, 625 Marquette Avenue, Minneapolis, MN 55402 (for Respondents)

Considered and decided by Amundson, Presiding Judge, Norton, Judge, and Peterson, Judge.


Glenn Nelson appeals from the trial court's order denying his motion for a new trial and from the judgment directing the verdict for respondents and dismissing his complaint. We affirm.

On April1992, appellant Glenn Nelson signed a "Sales Representative Agreement" with respondents Kemper WCI. Under the agreement, Nelson was to "solicit and procure orders from customers" for respondents' products (kitchen cabinets) in a certain geographical area. Nelson was to receive a commission for the products he sold. The agreement provided that "[d]uring the continuance of this Agreement, Representative shall not sell or attempt to sell Products outside of his Territory."
In late April, Nelson made a sales call (along with Richard Helton, the National Sales manager) to Cimarron Lumber and Supply Company, doing business as Sutherland's Friendly Home Improvement Centers, whose headquarters were in Kansas City, Missouri, an area outside of Nelson's territory. The sales call was successful, generating millions of dollars in sales for respondents. The parties dispute the role that Nelson played in securing this account.
Nelson requested, and claims he did not receive, commissions for the sales resulting from the Sutherland's account (although respondents claimed that he received some commissions for sales of Sutherland's products in stores inside his territory). Nelson sued, alleging breach of contract, contract modification, implied contract, misrepresentation, and quantum meruit. At trial, he only sought recovery on the basis of quantum meruit. Respondents moved for a directed verdict on the ground that all of Nelson's activities were governed by the agreement and he had been paid all commissions due under the agreement. The trial court directed a verdict in favor of respondents.
Nelson moved for a new trial. The trial court denied this motion on the grounds that: (1)a matter of law, the Sales Representative Agreement governed the subject matter of Nelson's compensation and thus he was not entitled to recover on a theory of quantum meruit; and (2)did not establish a prima facie case of quantum meruit. Judgment was entered and this appeal followed.

Nelson argues that this court should apply Indiana law because the contract provides that "[t]he provisions and conditions of this Agreement shall be interpreted and applied in accordance with and pursuant to the laws of the State of Indiana, U.S.A." Because the parties show no conflict between Indiana law and Minnesota law, we apply Minnesota law. See Davis by Davis v. Outboard Marine Corp., 415 N.W.2d 719, 723 (Minn. App. 1987) ("Where there is no true conflict, the law of the forum *is applied."), review denied (Minn. Jan.1988). We note, however, that the reasoning and result would be the same under Indiana law.
I. Directed Verdict

Nelson argues that the trial court erred in directing a verdict in favor of respondents. On review of a directed verdict, this court is to determine whether this is one of "those unequivocal cases where (1)the light of the evidence as a whole, it would clearly be the duty of the trial court to set aside a contrary verdict as being manifestly against the entire evidence, or where (2)would be contrary to the law applicable to the case." Walton v. Jones, 286 N.W.2d 710, 714 (Minn. 1979) (quoting J.N. Sullivan & Assoc. v. F.D. Chapman Constr. Co., 304 Minn. 334, 336, 231 N.W.2d 87, 89 (1975))..
He argues that the contract explicitly covers sales in his territory, but does not cover the situation where the company would ask him to go outside his territory to make sales calls. Thus, he concludes, because no express provision of the contract governs the situation in this case, his quantum meruit claim is not barred by the Sales Representative Agreement. See Reese Design, Inc. v. I-94 Hwy. 61 Eastview Ctr. Partnership, 428 N.W.2d 441, 446 (Minn. App. 1988) ("Where an express contract exists, there can be no implied contract with respect to the same subject matter.").
Nelson argues that whether there are express terms in the contract governing the subject matter of the dispute--the sale of the kitchen cabinets in Missouri at the employer's request--is a jury question. Nelson cites no authority for this proposition. The existence of a contract and the terms thereof are questions of fact to be determined by the fact finder. Bergstedt, Wahlberg, Berquist Assocs., Inc. v. Rothchild, 302 Minn. 476, 480, 225 N.W.2d 261, 263 (1975). "The construction and effect of a contract are questions of law." Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979). The existence of the contract, the Sales Representative Agreement, and its terms are not disputed in this case. Thus, the question is a legal one properly decided by the court -- whether the language of the contract covers the subject matter of the dispute.
The contract's integration clause provides:
[this agreement] contains the entire agreement between the parties and its terms cannot be altered or amended in any way except by a written instrument specifically accepted or approved in writing by a duly authorized officer of Kemper.

It is undisputed that no written modification of the contract occurred. As a result of the integration clause, the sales agreement explicitly governs every aspect of the relationship between Nelson and Kemper. Thus, the contract covers the subject matter of this dispute and bars Nelson's quantum meruit claim.
The trial court properly directed the verdict in favor of respondents.
II. Sufficiency of the Evidence

Given that the Sales Representative Agreement bars Nelson's quantum meruit claim, we do not reach the issue of whether the evidence was sufficient to sustain a verdict on the basis of quantum meruit.
III. New Trial

Nelson argues that he is entitled to a new trial upon the basis of some "irregularity in the proceedings." Minn. R. Civ. P. We disagree.
The first alleged "irregularity" is the "inappropriate direction of a verdict" in favor of respondents. We have already determined, however, that the court properly directed the verdict. Nelson next alleges that the trial court erred in excluding prior inconsistent statements by Joseph Burgess, the purchasing agent for Sutherland's. Given our conclusion that Nelson's quantum meruit claim is barred, we will not reach this issue.