In the Matter of a Mail Dispute Between:

 THOMAS JOHNSON
 and
 M&I NORTHERN BANK

 P.S. Docket No. MD-49

 03/30/89

 Grant, Quentin E., Chief Administrative Law Judge

 APPEARANCE FOR THOMAS JOHNSON:
 Thomas Johnson, Pro Se,
 6312 N. 60th Street,
 Milwaukee, WI 53218-1300 

 APPEARANCE FOR M & I NORTHERN BANK:
 Richard M. Krauthoefer,
 Vice President,
 M&I Northern Bank,
 P.O. Box 0129,
 Brookfield, WI 53008-0129  

The parties claim the right to delivery of mail addressed to Designers of Travel Unlimited, Inc., 6312 North 60th Street, Milwaukee, WI 53218. They made timely initial submittals pursuant to § 965.5 of the Rules of Practice but have not filed comments pursuant to § 965.6.

1. On May 7, 1985, Designers of Travel Unlimited, Inc. (DOT) by its president, Thomas Johnson, executed a General Business Security Agreement (agreement) under which DOT granted to M & I Northern Bank (Bank) a comprehensive security interest in DOT's physical and intangible assets to secure all debts, obligations, and liabilities of DOT to the Bank arising out of credit granted to it.

2. Paragraph 5 (c) of the agreement reads as follows:

"(c) POWER OF ATTORNEY. Debtor irrevocably appoints any officer of Bank as Debtor's attorney, with power to receive, open and dispose of all mail addressed to Debtor; to notify the Post Office authorities to change the address for delivery of all mail addressed to Debtor to such address as Bank may designate; and to endorse the name of Debtor upon any instruments which may come into Bank's possession. Debtor agrees that

Obligations may be created by draft drawn on Bank by shippers of inventory named in section

9. Debtor authorizes Bank to honor any such draft when accompanied by invoices aggregating the amount of the draft and describing inventory to be shipped to Debtor. Debtor appoints any employee of Bank as Debtor's attorney, with full power to sign Debtor's name on any instrument evidencing an Obligation, or any renewals or extensions, for the amount of such drafts honored by Bank. Such instruments may be payable at fixed times or on demand, and shall bear interest at the rate from time to time fixed by Bank and Debtor agrees, upon request of Bank, to execute any such instruments. This power of attorney may be revoked by Debtor only by written notice to Bank and no such revocation shall affect any instruments executed prior to the receipt by Bank of such notice. All acts of such attorney are ratified and approved and he is not liable for any act or omission or for any error of judgment or mistake of fact or law." [emphasis supplied]

3. By letter dated January 13, 1989, to the Bank, DOT stated that pursuant to the terms of the agreement it revoked immediately the power of attorney contained therein. The letter directed the Bank to cease and desist forthwith from invoking any power whatsoever including the interception and diversion of DOT's corporate mail.

4. By letter dated January 20, 1989, the Bank notified the Postmaster at Milwaukee to change the address for delivery of DOT's mail to the Bank at P.O. Box 0129 at Brookfield, WI. The letter cited paragraph 5(c) of the agreement, above, as authority for the change of address notification.

5. The facts set forth in findings 3 and 4, above, gave rise to this dispute. Efforts to resolve the dispute have been unavailing and it has been referred to the Judicial Officer Department for decision pursuant to Domestic Mail Manual (DMM) 153.72.

DOT asserts that it had the right to revoke the power of attorney under the last sentence of paragraph 5(c), above, and that the revocation in its January 13, 1989 letter to the Bank effectively deprived the latter of the right to direct delivery of DOT's mail.

The Bank claims that the power to divert DOT's mail encompassed by the power of attorney is "coupled with an interest" or was given as additional security for DOT's indebtedness and may, therefore, be terminated only with the Bank's consent or when DOT pays all its obligation to the Bank in full. The Bank cites RESTATEMENT (SECOND) OF AGENCY, § 138 and 139, in support of its position as well as two cases which it says indicate that powers "coupled with an interest" are recognized in Wisconsin: In re Lease's Estate, 62 Wisc. 2d 230, 214 N.W.2d 418 (1974) and Ashley v. Andrews, 486 F. Supp. 1319, 1321 (E.D. Wisc. 1980) aff'd 655 F.2d 105 (7th Cir. 1981).

Paragraph 5(c) of the agreement contains provisions apparently in conflict, i.e., the irrevocable appointment in the first sentence and the provision for revocation in the next to last sentence. Whether this apparent conflict can be resolved appears to be the issue determinative of this dispute. The arguments of the parties do not directly address this issue. A search of Wisconsin law, including the Wisconsin Uniform Commercial Code referred to in paragraph 8 ("Interpretation") of the agreement, has failed to produce any assistance. Therefore, resort must be had to general rules of contract construction. The pertinent general rule is that inconsistent and conflicting clauses must be construed so as to effectuate the intention of the parties as gathered from the entire instrument, and apparently conflicting provisions reconciled, if possible (17A C.J.S. Contracts § 309 (1963). Applying this rule to paragraph 5(c), the apparent conflict can be resolved reasonably. I think the irrevocable appointment in the first sentence relates to the powers conferred on the Bank in that sentence which includes the authority to receive, open and dispose of all mail addressed to DOT and to notify the Post Office authorities to change the address for delivery of all mail addressed to DOT to any address designated by the Bank. The third sentence confers a separate and distinct power with respect to execution of instruments in DOT's name. It seems clear that it is only this distinct power which is subject to revocation by DOT because the revocation sentence refers to the effect of such revocation upon instruments executed under that power. Consequently, I conclude that there is no conflict in paragraph 5(c) with respect to revocation and that the Bank's power to direct delivery of mail is irrevocable by DOT.

All mail addressed to Designers of Travel Unlimited, Inc. (or Designers, Designers of Travel, or Designers of Travel Unlimited) at 6312 North 60th Street, Milwaukee, WI 53218 should be delivered in accordance with the direction of M & I Northern Bank.