In both Minnesota and Massachusetts, contracts having no fixed term generally are terminable at will by either party.See W.K.T. Distrib. Co. v. Sharp Elec. Corp., 746 F.2d 1333, 1335 (8th Cir. 1984) (Minnesota law); Polk v. Mutual Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn.Ct.App. 1984) (Minnesota law); Fall River Hous. Joint Tenants Council, Inc. v. Fall River Hous. Auth., 15 Mass. App. Ct. 992, 448 N.E.2d 70, 73 (1983) (Massachusetts law); cf. Jackson v. Action for Boston Community Dev., Inc., 403 Mass. 8, 525 N.E.2d 411, 412 (1988) (case involving Massachusetts employment law). Based on its determination that the oral contract contained no good cause termination clause, the court determines that New Balance properly terminated the parties' contract.
But a court will not read an ambiguity into an unambiguous document in order to alter or vary its terms. Polk v. Mut. Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn. App. 1984). Instead, the contract will be enforced even if the result is harsh.
Because the contract is unambiguous on its face, we cannot construe the contract beyond its language and cannot speculate about the parties' hidden or unexpressed intent. See Telex Corp. v. Data Prods. Corp., 271 Minn. 288, 294-95, 135 N.W.2d 681, 686-87 (stating that courts will not construe unambiguous contracts beyond their wording); Polk v. Mut. Serv. Life Ins. Co., 344 N.W.2d 427, 430 (Minn.App. 1984) (refusing to construe the contract beyond its language and analyze the parties' unexpressed intent). Also, it is clear that the purchase agreement was completely.
A contract is ambiguous when it is reasonably and fairly susceptible of more than one construction. Collins Truck Lines v. Metro Waste Control, 274 N.W.2d 123, 126 (Minn. 1979); Polk v. Mutual Service Life Ins. Co., 344 N.W.2d 427 (Minn.Ct.App. 1984). When a contract bears more than one reasonable interpretation, the ambiguity should be resolved against the party who drew the contract.