T1 Oklahoma County offered its employees, like plaintiff Doug Wathor, access to its self-funded health insurance program called the Oklahoma County Health and Dental Plan (Plan}. Oklahoma County hired defendant Mutual Assurance Administrators, Inc. (MAA) as its third party administrator (TPA).1 MAA's Administrative Service Contract (Contract) with Oklahoma County obligated MAA to provide the ministerial and clerical services required by the Plan in connection with its operation. Under the Contract, MAA initially determines whether any particular claim for benefits qualifies for payment under the Plan. The Oklahoma County Budget Board (Oklahoma County) handles all appeals of denied claims and has final authority to approve or deny claims. The Contract provides for MAA to be compensated by a flat fee based solely on the number of participants in the Plan on the first day of any given month. MAA assumes no risk for any claims filed under the Plan.

T2 Mr. and Mrs. Wathor (Wathors), individually and as parents of Nicholas, filed a petition alleging that MAA is an insurer who breached its contract with them and acted in bad faith when it violated Oklahoma's portability statute, 86 0.8.2001 § 4509.2, which prohibits insurers from excluding pre-exist-ing conditions from coverage if the insured had been covered under a previous plan.

13 The Wathors filed a motion for partial summary judgment on the issue of whether they could be denied coverage on the basis of a pre-existing condition. MAA filed a response and its own motion for summary judgment. In its motion, MAA asserted, among other things, that because it is a TPA, not an insurer, both of the Wathors' claims fail as a matter of law. The trial court agreed. It denied the Wathors' motion and granted MAA's motion. The Court of Civil Appeals affirmed. We granted certiorari to determine, among other issues, the first impression issue whether a third party administrator who is not an insurer may be subject to suit based on its alleged bad faith actions in administering an insurance plan.

I. STANDARD OF REVIEW

T4 Summary judgment is appropriate only where there are no material facts in dispute and the moving party is entitled to judgment as a matter of law. Oliver v. Farmers Ins. Group of Cos., 1997 OK 71, 941 P.2d 985. As this decision involves purely legal determinations, our standard of review of a trial court's grant of summary judgment is de movo. Kirkpatrick v. Chrysler Corp., 1996 OK 136, 920 P.2d 122. We review all inferences and conclusions to be drawn from underlying facts contained in evidentiary materials in a light most favorable to the party opposing the motion. Oliver, supra. If the uncontroverted facts support legitimate inferences favoring well-pleaded theory of the party against whom the judgment is sought or if the judgment is contrary to substantive law, the judgment will be reversed. Hargrave v. Canadian Valley Elect. Co-op., 1990 OK 43, 792 P.2d 50.

II. BAD FAITH CLAIM

15 The Wathors contend the trial court erred in concluding they could not maintain a tort action against a third party administrator for breach of an insurer's duty of good faith. Every contract in Oklahoma contains an implied duty of good faith and fair dealing. Doyle v. Kelly, 1990 OK 119, 801 P.2d 717, 718. In ordinary commercial contracts, a breach of that duty merely results in damages for breach of contract, not independent tort lability. Christian v. American Home Assur. Co., 1977 OK 141, 577 P.2d 899.

16 Insurance contracts, however, are not ordinary commercial contracts. Id. A "special relationship" exists between an insurer and its insured stemming from the quasi-public nature of insurance, the unequal bargaining power between the insurer and insured, and the potential for an insurer to *562unserupulously exert that power at a time when the insured is particularly vulnerable. Id. at 902-04. The special relationship ere-ates a nondelegable duty of good faith and fair dealing on the part of the insurer. Id. An insurer's breach of this duty gives rise to a separate cause of action sounding in tort. Id. at 904.

T7 The duty of good faith and fair dealing applies to activities after the establishment of the insurer-ingured relationship, and includes the claims handling process. Kincade v. Group Health Services of Oklahoma, Inc., 1997 OK 88, 945 P.2d 485, 489 n. 18. The duty is nondelegable so that insurers cannot escape it by delegating tasks to third parties. Barnes v. Oklahoma Farm Bureau Mut. Ins. Co., 2000 OK 55, ¶ 9 n. 5, 11 P.3d 162, 167 n. 5.2

T8 Normally, only the insurer owes the duty of good faith and fair dealing to its insured. Agents of the insurer-even agents whose acts may have been material to a breach of the duty-do not normally owe the insured a duty of good faith since agents are not parties to the insurance contract. Timmons v. Royal Globe Ins. Co., 1982 OK 97, 653 P.2d 907, 912-13 (rejecting an attempt to hold an insurance agent lable for breach of the duty of good faith by the insurance company).3

9 In the typical case the insured is adequately protected by the nondelegable duty that the law imposes on the insurer. However, the imposition of a nondelegable duty on the insurer does not necessarily preclude an action by an insured against a plan administrator for breach of an insurer's duty of good faith. In Wolf v. Prudential Ins. Co. of America, 50 F.3d 793 (10th Cir. 1995), the Tenth Cireuit Court of Appeals considered the issue of whether an insured under a self-funded health benefits plan could sue the plan administrator for its own bad faith refusal to pay for treatment.

¶ 10 In Wolf, the plan administrator had primary control over benefit determinations (including some intermediate appeals). As payment for administering the plan, the plan administrator received a percentage of the premiums paid for participant coverage. The plan administrator's percentage increased as losses decreased. In addition, if losses increased to a certain level, the plan administrator had to share the risk with the board; if losses got even higher, the plan administrator had to underwrite the entire risk.

¶ 11 In determining whether the plan administrator owed the insured a duty of good faith, the Tenth Cireuit refused to decide the issue by simply concluding the plan administrator was a stranger to the insurance contract. Rather, the court emphasized that the analysis should focus on the factual question whether the plan administrator acted sufficiently like an insurer such that there was a "special relationship" between the plan administrator and the insured that would give rise to the duty of good faith. Id. at 797. The Tenth Cireuit predicted the Oklahoma Supreme Court would impose a duty of good faith on an entity in the position of the plan administrator in Wolf, for the same reasons we imposed that duty on "true" insurers in Christian. Wolf, 50 F.3d at 798.

¶ 12 We agree with the analysis of the Tenth Circuit under the facts presented *563in Wolf. In a situation where a plan administrator performs many of the tasks of an insurance company, has a compensation package that is contingent on the approval or denial of claims, and bears some of the financial risk of loss for the claims, the administrator has a duty of good faith and fair dealing to the insured.

¶ 13 Applying this analysis to the facts of this case, we observe the following. Like the plan administrator in Wolf MAA unquestionably performed some of the tasks of an insurance company in its claims handling process. However, in contrast to the facts in Wolf MAA's compensation package was not tied to the approval or denial of claims but was instead a flat fee based on the number of participants in the Plan. Likewise, MAA did not share the risk of loss with the Plan if losses increased to a certain level, and did not underwrite the entire risk if losses got even higher. In other words, under the facts presented in this case, MAA had neither the power, the motive, nor the opportunity to act unserupulously. See Christian, 577 P.2d at 902. Accordingly, we affirm the trial court's judgment in favor of MAA on the Wathors' bad faith claim.4

III. BREACH OF CONTRACT CLAIM

¶ 14 The Wathors also contend the trial court erred in dismissing their claim for breach of contract against MAA. While the Wathors are strangers to the Administrative Service Contract between Oklahoma County and MAA, it is well settled that third party beneficiaries of a contract may maintain an action on the contract. Keel v. Titan Constr. Corp., 1981 OK 148, 639 P.2d 1228; 15 O.S. 2001 § 29; see also 15 O.S.2001 § 29 ("A contract, made expressly for the benefit of a third person, may be enforced by him at any time before the parties thereto rescind it.").

115 Assuming, without deciding, the Wathors are third party beneficiaries of the Administrative Service Contract, that status merely entitles them to step into the shoes of Oklahoma County to enforce Oklahoma County's contractual rights against MAA. The Administrative Service Contract obligates MAA to provide claims handling service for Oklahoma County. It does not obligate MAA to pay covered claims on behalf of Oklahoma County. The relief sought by the Wathors from MAA is not claims handling service, but payment under the Plan for what they contend is covered treatment. Thus, even assuming the Wathors are third party beneficiaries of the Contract, that status does not entitle them to maintain a breach of contract action against MAA for failure to pay their claim. We affirm the trial court's judgment in favor of MAA on the Wathors' breach of contract claim.5

IV. CONCLUSION

¶ 16 Because of the special relationship between insurers and their insureds, Oklahoma imposes a duty of good faith and fair dealing on insurers which gives rise to an independent action in tort. Normally we do not impose such a duty on third party administrators of health insurance plans because the administrators are not parties to the insurance contract between the insurer and the insured. See Timmons v. Royal Globe Ins. Co., 1982 OK 97, 653 P.2d 907.6 Howev*564er, such a duty may be imposed on a plan administrator where, under the specific facts and cireumstances of the case, the plan administrator acts sufficiently like an insurer such that there is a "special relationship" between the plan administrator and the insured that gives rise to the duty.

¶ 17 The plan administrator in this case, MAA, does not act sufficiently like an insurer . and therefor does not have a tort duty of good faith and fair dealing toward the Wa-thors. Accordingly, we affirm the trial court's judgment in favor of MAA on the Wathors' bad faith claim. %18 We also affirm the trial court's entry of judgment in favor of MAA on the Wathors' breach of contract claim. The Wathors are strangers to the Administrative Service Contract between Oklahoma County and MAA. Assuming, without deciding, that the Wathors are third-party beneficiaries of the Administrative Service Contract, that status does not entitle them to maintain a breach of contract action against MAA for failure to pay a covered claim because the Administrative Service Contract does not obligate MAA to pay covered claims on behalf of Oklahoma County.

OPINION OF THE COURT OF CIVIL APPEALS VACATED; JUDGMENT OF THE TRIAL COURT AFFIRMED.

dissenting.

¶ 1 I dissent from the court's opinion. It concludes Mutual Assurance Administrators, Inc. (MAA) had "neither the power, the motive, nor the opportunity to act unserupulously." 1 I would reverse the summary judgment given below to MAA and remand the cause to the trial court for a thorough exploration of the status MAA occupied vis-a-vis Oklahoma County (the County). Summary judgment is not appropriate for this case. The record is completely devoid of evidentia-ry material regarding MAA's relationship to the County. The status MAA held with respect to the County is critical to determining whether MAA may be held liable in tort for bad faith in its handling of appellants' insurance claims.

¶ 2 Because the nisi prius analysis (and that by the Court of Civil Appeals-the COCA) is inconsistent with Oklahoma's common law, I would direct that on remand the trial court conduct a fact-based inquiry to determine whether MAA functioned as the County's non-employee agent or as an independent contractor.2 If an agency relationship did exist between MAA and the County, the former may be liable in bad-faith tort. *565Its liability is rested on the premise that a principal may never bestow upon its agent immunity from tort the latter commits while acting for the former.3 On the other hand, if it should be found at nisi prius that MAA is an independent contractor, the inquiry must then go further to determine whether the tasks delegated to MAA by the County (qua principal and insurer) are: 1) those which are either nondelegable by an insurer or integral to its functions and 2) encompass a well-defined legal duty of an insurer. If so, MAA may be found liable for its own tortious acts for which the County would also be answerable under the rule that one's breach of another's nondelegable duty makes both the actor and the holder of a nondelegable duty responsible ex delicto.

I

ANATOMY OF LITIGATION

13 Appellants, Doug and Sharon Wathor, brought suit against appellee, MAA, alleging breach of contract and breach of an insurer's duty of good faith and fair dealing in failing to settle their claim for certain medical expenses incident to a pre-existing condition. At nisi prius summary judgment went to MAA. The COCA affirmed, holding that MAA, as a third-party administrator, is not subject to an insurer's duty of good faith.4 Appellants sought certiorari to determine whether a third-party administrator of an insurer may be liable in tort for bad-faith denial of a claim.

*566I

SUMMARY JUDGMENT IS NOT APPROPRIATE FOR THIS CASE BECAUSE THE NISI PRIUS COURT MUST FIRST DETERMINE THE STATUS MAA HELD VIS-A-VIS OKLAHOMA COUNTY, THE INSURER

¶ 4 The sine gua non analysis to be made here must begin by first determining whether MAA stood towards the County in the status of a non-employee agent or of an independent contractor.5 The MAA's status is material because: 1) if MAA acted as an agent, liability may be imposed here because an agent, while acting for the principal, cannot insulate itself from tort liability 6 and 2) if MAA served as an independent contractor, liability may nonetheless be visited if MAA was performing a core function of the County and its well-defined duty as an insurer.7

1 5 Summary judgment is permissible only if no substantial controversy exists as to any material fact.8 When the record is devoid of evidentiary material that shows undisputed facts supportive only of inferences that favor the movant, it is error to decide the case by summary process. Disputed issues of fact must be resolved by trial, the law's very antithesis of summary decision-making. Whether a principal/agent relationship exists presents generally a question of fact to be resolved at nisi prius.9

T6 Existence of a principal/agent relationship is determined by considering the actual intent and effect of the contract's language in light of the parties' actual day-to-day conduct vis-a-vis one another.10 The label used by the contracting parties to define their relationship does not alone determine whether they in fact stand vis-a-vis one another in a principal-agent relation.11 The central factor in determining whether an agency relationship exists is the principal's right to, as well as its exercise of, control over the agent.12 The essence of a principal/agent status is the principal's power to give directions and the agent's duty to obey them.13 If a right of control is present, a *567principal/agent relationship may be found and the tort doctrine of respondeat superior liability invoked. On the other hand, if the right of control be absent, the relationship is likely to be that of an independent contractor.14 In a case like this, finding that MAA served the County as independent contractor will not by itself absolve MAA of its legal responsibility. If the County delegated to MAA a well-defined duty integral to its business as insurer, MAA may nonetheless stand liable gua insurer.

¶ 7 The record contains no evidentiary material for resolution of the critical fact issue of whether MAA acted for the County as its agent or as an independent contractor. If the latter, what were MAA's duties? MAA's status vis-a-vis the County must be resolved before it may be determined whether liability is imposable on MAA for failing to settle the claim in suit in good faith.

III

WHETHER BY ACCIDENT OR DESIGN, TODAY'S PRONOUNCEMENT

EMASCULATES THE BAD FAITH CHRISTIAN TORT AND SENDS IT ON A CHAOTIC PATH TO VIRTUAL EXTINCTION

A.

Today's Refinement Of The Mandatory Relationship Between the Insured-plaintiff and the Policy-writing Insurer Who Failed, Directly or Through Others, to Settle the Claim in Good Faith Imposes a New Actionability Requirement That Is Inconsistent With the Teachings of Christian and its Progeny

T8 Christian15 fashioned a new delictual liability of an insurer who refuses to settle in good faith a claim for a covered loss. Later jurisprudence fine-tuned the parameters of the new tort by requiring that standing to press a Christian claim for vindication be confined to persons who, vis-a-vis the insurer, occupy the status of an insured.16 Third-party beneficiaries of an insured's policy-covered loss are without standing.17 By today's footnote18 the court further refines the mandatory relationship of the insured-plaintiff vis-a-vis the insurer-defendant by requiring that henceforth actionable harm be inflicted by one who also stood in a contractual status vis-a-vis the plaintiff. This will doubtless deprive aggrieved parties of standing against all of insurer's (non-employee) contractually-engaged agents (or insurer-hired independent con*568tractors who perform for the insurer the duties of claims management, adjustment and settlement).

19 Whether by design or accident, this new sine quo non relationship of the insured to every bad-faith defendant will have a far-reaching impact on the future complexion of that tort. Corporate insurers do business only through others-human agents or corporate contractors. If, as the court appears to declare today, insurer's agents (or independent contractors) bear no liability for a bad-faith tort while not insurers themselves but rather on a mission for the insurer, the insurer itself stands exonerated by operation of law and by issue preclusion.19 This is so because the law will recognize no vicarious responsibility for non-tortious acts of a contractually engaged (non-employee) agent or for the independent contractor's non-tortious discharge of nondelegable duties.20 Putting the principle in simpler language, viearious liability is not imposable where no actionable claim may be pressed against the actor and there is no allegation of an independent tort by the vicariously liable obligor.21 Today's pronouncement is final and releases the Administrator of its bad-faith liability. Relit-igation of the very same issue against the insurer gua principal obligor on a theory of vicarious liability is barred by the doctrine of issue preclusion.22

B.

Christian's Progeny Requires Of A Plaintiff No More Than An Insured/Insurer Relation with The Policy-issuing Insurer

10 The court cavalierly declares the Administrator's status vis-a-vis the County as "legally irrelevant." This is so because the court concludes the harmed plaintiffs lacked a contract-based "special relationship" vis-a-vis the Administrator. This very pronouncement infuses the Christian tort with nothing short of legal schizophrenia. The "special relationship" our jurisprudence requires is *569that between the policy-writing insurer and its insured and not that between the insured and the insurer's (non-employee) agents (or its independent contractors hired to manage, adjust or settle claims). It is sufficient for liability's imposition to show that the insurer is the defendant's principal or its hirer (for claims settlement tasks).23 No extant source of Oklahoma law requires that bad-faith harm be inflicted directly by the insurer {without interposition of controlled instrumentalities) or that every bad-faith defendant stand vis-a-vis the plaintiff in a policy-based contractual relationship. The law merely confines an insurer's Christian tort liability to those who stand in the status of an insured vis-a-vis the insurer of the loss.24

C.

Today's Added Requirement-That Every Bad-faith Defendant Stand Vis-a-vis the Plaintiff in the Relation of Insurer-Will Have A Predictably Destructive Impact on the Future Course of the Christian Tort

¶11 Today's summary exoneration of the Administrator most assuredly crafts tomorrow's ready-made liability-defeating defenses. Insurers (and all those acting for them except possibly their direct employees) will invoke these defenses because the immunization of their actors will effectively exonerate the hirers.25 The liability shield they will raise is that which the court has fashioned for them here.26 They will doubtless focus their quest for immunity from Hability on want of insurer/insured relationship between the plaintiff and the harm-dealing actor clad or masquerading in the lawsuit as an independent third-party entity. If successful, insurers will hasten to transfer the function of managing, adjusting and settling claims to a third party, all in an effort to escape responsibility for bad-faith refusal to settle covered losses. If this is what the court desires to spawn, its pronouncement should crisply say so. If not, the Administrator's status does indeed matter. It must be fully explored and settled before exoneration may be effected.

¶ 12 The ominous cloud the court has cast over the insurer's bad-faith liability should be allowed neither to disturb the industry's business nor plant doubt in the minds of the insureds. Delphic oracles no less than revolutionary legal changes rob the law and the public marketplace of a badly needed opportunity for orderly business growth in an atmosphere of calm and stability. Uncertainty generated by shifting judicial climates tends to have a disruptive effect on day-to-day activity and adversely to affect the quality of deliverable legal-advice services.

D

The Principle of Nondelegable Duty Operates To Extend the Hirer's (County's) Liability But Does Not Exonerate the Actor (Administrator) of its Individual Tort Liability; The Latter Is Secondarily Liable for the Bad-faith Tort and Would Have an Equitable Indemnity Claim Against the Primarily Liable Actor[Hirer

113 From a statement in Timmons v. Royal Globe27 (that an insurer has a nondele-gable duty to settle in good faith), the court draws an utterly unwarranted conclusion that its Timmons pronouncement is broad *570enough to exonerate every non-employee agent and every independent contractor of its individual liability. In doing so, the court magnifies the principle of nondele-gable duty beyond its legal limit by stretching it into immunity from tort liability-a concept not included in the construct. The teachings of Timmons clearly do not include exoneration extending that far.

T 14 The principle of nondelegable duty 28 is an exception to the general rule 29 that the hirer of an independent contractor is not ordinarily liable for the negligence of the independent contractor. The nondelegable-duty concept operates to extend the hirer's liability. This is so because that liability extends to the torts of the hirer's independent contractors, but it does not relieve the independent contractors of individual tort liability.30 If there is recovery against an independent contractor,31 the latter will, based on equitable indemnity, have a claim against the hirer with a nondelegable duty.32

15 Indemnity is a right which inures to one who discharges a duty owed by him, but *571which, as between himself and another, should have been discharged by the other.33 The remedy of indemnity is appropriate where one party has a primary or greater liability or duty which requires him to bear the whole of the burden as between the parties.34 The indemnity concept transfers liability from one who has been compelled to pay damages to another where the entire loss should have been borne by a third party.35 In short, where two parties are separately liable to a third party for a bad-faith tort, one of them primarily (because it has a nondelegable duty), and the other secondarily, if there is recovery against the secondary obligor, the latter would have an equitable indemnity claim 36 against the primary obligor.

¶ 16 The County and Administrator bear separately liability for the latter's bad-faith refusal to settle covered losses. The County is the primary obligor because it has a non-delegable duty (gua insurer) to settle claims in good faith and cannot escape its liability by engaging an independent contractor. The Administrator, who is a secondary obligor but was sued alone, would have an indemnity claim against the County. By immunizing the Administrator today's pronouncement will make the so-called liability for nondele-gable duty unenforceable. This is so because no one can be vicariously liable for the acts of another which are not actionable.37

E.

The Notion of Immunizing from Bad-Faith Tort Liability Third Parties Acting As _(Non-employee) Agents and Independent Contractors In Managing, Adjusting and Settling An Insurer's Claims offends the Procedural Symmetry Mandated By Art. 5, § 46, Okl. Const.38

{17 Assuming the court intends to let the Christian tort die a slow and painful death to be inflicted by the insured's lack of standing to proceed against the insurer-controlled in-strumentalities-ie, human or corporate non-employee agents (or insurer-hired independent operators)-its jurisprudence runs afoul of Oklahoma's constitutional interdietion of law that is special.39 Today's pro*572nouncement is indeed special law. It changes time-honored common-law tort la-bility principles by making non-employee agents and other operators immune from delictual liability. They stand exonerated by want of a direct contractual insurance-anchored nexus with the plaintiff.

IV

SUMMARY

¶18 This case was incorrectly decided by summary process. That process was inappropriately applied. Full-scale inquiry into MAA's status vis-a-vis the County is required to determine whether MAA may be held liable in bad-faith tort. No court can decide, on this record, whether MAA served as a non-employee agent for the County or as an insurer-hired independent contractor performing well-defined core functions of an insurer. Because the conduct of the contracting parties (MAA and the County), one toward the other, has not been inquired into, no conclusion may be drawn at this stage as to the Administrator's Hability.

1 19 If MAA was a non-employee agent, it may be liable in tort to the same extent as its principal (the County). If MAA was in fact an insurer-hired independent contractor performing a well-defined core function of the insurer (County), MAA may also be declared liable gua insurer.

1 20 There is no extant state jurisprudence supporting the notion foisted here today that for imposition of bad-faith liability, if the insurer's claims management function is handled by a third party, the third party must also stand vis-a-vis the insured in an insur-erfinsured relationship. Extant precedent requires no more than that an insurer/insured relation subsist solely between the plaintiff and the policy-issuing entity for the covered claim. If the court intends to now abandon or abrogate its Christian progeny, its opinion should clearly and explicitly state so. If that is not its intention, it ought not leave the bad-faith tort in a hopelessly chaotic aftermath. An explanation is due on how an insured may proceed when the bad-faith refusal to settle is occasioned directly by the insurer's (non-employee) human or corporate agency or by its independent hiree assigned the task of management, adjustment and settlement of losses.

¶ 21 I would reverse the trial court's summary exoneration of MAA and remand the cause for further proceedings to be conducted in a manner fully consistent with a piere-ing analytical inquiry urged by this dissent for post-remand proceedings.