Ludwig Wittgenstein (1889-1951) thought deep ratiocinations about language.
The Seventh Circuit today tossed a summary judgment that denied commissions to a sales representative. AA Sales & Assocs., Inc. v. Coni-Seal, Inc., No. 07-2694 (7th Cir. Dec. 9, 2008).
The defendant, Coni-Seal, a maker of automotive parts, entered into a one-page contract that entitled the plaintiff, AA Sales, to a six percent commission "on all products sold to the approved accounts". The approved accounts referred to potential customers "approved by Coni-Seal prior to solicitation by AA Sales."
AA Sales, with Coni-Seal's approval, over a period of years solicited AutoZone, a big auto parts retailer, to buy parts from Coni-Seal. But AutoZone demurred. Later, due to Coni-Seal's introduction of a new line of products but no thanks to efforts by AA Sales, AutoZone came around. AA Sales claimed that its contract entitled it to commissions even though it didn't procure any sales to AutoZone.
The district court held, on Coni-Seal's motion for summary judgment, that AA Sales couldn't recover because it didn't cause the AutoZone sales.
The Seventh Circuit reversed, saying:
It is a fundamental principal [sic] both of our canons of interpretation and indeed of philosophy of language that particular bits of contract language must be interpreted in their own context. Compare Shi Liang Lin v. U.S. Dep't of Justice, 494 F.3d 296, 316 (2d Cir. 2007) (Katzmann, J., concurring with en banc judgment) ("Text without context can lead to confusion and misunderstanding."), with, e.g., LUDWIG WITTGENSTEIN § 3.3 TRACTATUS LOGICO-PHILISOPHICUS (C.K. Ogden, trans. 1992) ("only in the context of a proposition has a name meaning."). During the life of the contract, AA Sales was entitled to commissions based on "all products sold to the approved accounts." (emphasis added). This language does not require AA Sales to prove that it actually effectuated sales in order to be entitled to a commission. On the contrary, we think the contract means what it says: while the contract remains in effect, AA Sales will be entitled to commission based on all sales to approved accounts . . . .
AA Sales, slip op. at 8 (emphasis in original).
Blawgletter finds nothing remarkable in the opinion except the reference to Wittgenstein. We imagine that the court had in mind the meaning of "approved accounts" — the "name" that required "the context of a proposition" before we could know what it signifies. But, seriously, do we need to go all philosophical to say Coni-Seal didn't do right? That contract says Coni-Seal will pay for sales to "approved accounts". Coni-Seal's approval of the account triggers the right of AA Sales to collect commissions on any sales to the account.
We don't mind the court's display of erudition. But we would appreciate more explanation. We would learn more . . . and feel grateful for the lesson.
