Sec. Nat'l Ins. Co. v. Jamestown Union Bancshares, Inc.
Sec. Nat'l Ins. Co. v. Jamestown Union Bancshares, Inc.
Opinion of the Court
Security National Insurance Company ("Security National") brings this diversity action under the Declaratory Judgment Act,
I. Background
A. The Parties and the Insurance Policy
Security National is an insurance company incorporated in Ohio and based in Texas. (Doc. No. 1 at ¶ 1.) Jamestown and Union Bank are a Tennessee corporation and bank, respectively, with the same principal place of business in Jamestown, Tennessee. (Id. at ¶ 2.) On May 20, 2015, Security National issued Policy No. SDO111557-01 (the "Security Policy"), a Directors and Officers liability insurance policy, to Defendants. (Id. at ¶ 7.) The Security Policy ran through May 20, 2018. (Id.)
Insuring Agreement D of the Policy is subject to a $1,000,000 limit of liability and a $25,000 retention. (Id. at ¶ 8.) It states: "The Insurer will pay on behalf of the company, loss that is the result of a claim for a lending wrongful act first made during the policy period or during the Extended Reporting Period, if exercised." (Id.) "Lending Wrongful Act" (as amended by the Broad Form Lender Liability Endorsement) is defined as "any actual or alleged, misstatement, misleading statement, error or omission, or neglect or breach of duty by the company concerning an extension of credit by the company, or an actual or alleged agreement, failure or refusal by the company to extend credit. Lending wrongful act includes the servicing of loans for others under a contract or agreement." (Id. at ¶ 9.)
Insuring Agreement E is subject to a $2,000,000 limit of liability and a $25,000 retention. (Id. at ¶ 10.) It states: "The Insurer will pay on behalf of the company, loss that is a result of a claim for a company wrongful act first made during the policy period or during the Extended Reporting Period, if exercised." (Id.) "Company Wrongful Act" is defined as "any actual or alleged, misstatement, misleading statement, error or omission, or neglect or breach of duty by the company." (Id. at ¶ 11.)
As amended by the Broad Form Lender Liability Endorsement and the Delete Insider Loan Exclusion Endorsement, Exclusion C of the Security Policy states:
The Insurer shall not be liable to make any payment for loss in connection with any claim for a lending wrongful act based upon, arising out of, relating to, in consequence of, or in any way involving:
1. intentional noncompliance with a statute or regulation;
2. failure to effect or maintain any insurance or bond;
3. bankruptcy of, or suspension of payment by any bank, banking firm, broker or dealer in securities or commodities or any other financial institution;
4. any extension of credit which was, or which would have been at the time of its making, in excess of the legal lending limit of the company or any related entity which extended the credit; or
5. any lending or financial advisory service where such services are provided for a fee and are not part of the normal process of extending credit to the borrower.
(Id. at ¶ 12.)
There are other exclusions as well. Exclusion A.3 excludes coverage for "any insured *850person or the company gaining, in fact, any profit, remuneration, or financial advantage to which they were not legally entitled." (Id. at ¶ 13.) Exclusion A.7 excludes coverage for:
[A]ny fraudulent, dishonest or criminal actions of an insured person or the company. However, the insured person or the company shall be indemnified for defense expenses as to any claim alleging such fraudulent, dishonest or criminal actions, unless a judgment or final adjudication establishes such fraudulent, dishonest or criminal acts or if such acts are otherwise established in fact. In the event that the Insurer has no liability, the insured person or the company agrees to repay to the Insurer, upon demand, all monies advanced by the Insurer in connection with such claim.
(Id. at ¶ 14.) Exclusion A.8 excludes coverage for:
[T]he willful failure to comply with any law or any governmental or administrative order or regulation by the company or an insured person or with the consent of the company or an insured person. For the purposes of this exclusion, "willful" means acting with reckless disregard of such laws, orders or regulations. However, the insured person or the company shall be indemnified for defense expenses as to any claim alleging such willful failure unless a judgment or final adjudication establishes such willful failure or if such willful failure is otherwise established in fact. In the event that the Insurer has no liability, the insured person and the company agree to repay to the Insurer, upon demand, all monies advanced by the Insurer in connection with such claim.
(Id. at ¶ 15.) Finally, Exclusion A.13 excludes coverage for "the assumption of any liability to defend, indemnify or hold harmless any person or entity, other than an insured person, under any written contract or agreement unless such liability would have been imposed in the absence of such contract or agreement." (Id. at ¶ 16.)
B. The Underlying State Tort Lawsuit
In November 2017, Lester and Ruth Clark (the "Clarks") filed a lawsuit against Union Bank in Overton County Circuit Court (the "Clark Lawsuit"). (Id. at ¶ 20.) The Clark Lawsuit alleges that Union Bank failed to acquire or maintain insurance on certain real property owned by Danielle Akard ("Akard"). More specifically, the Clarks alleged that they (1) sold the property at issue to Akard and retained a first priority lien as security for seller financing they provided to Akard; (2) Union Bank provided a loan to Akard and secured it with a second priority lien on the property; and (3) Union Bank agreed to provide insurance on the property for protection of the Clarks' and its' respective interests; and (4) Union Bank failed to obtain that insurance. (Id. at ¶¶ 22-25.)
It is not necessary for the Court to delve too deeply into the relationship between the Clarks and Akard here, nor to discuss at too great length the disputed events surrounding the alleged lack of property insurance. In short, at some point, Akard defaulted on her loan to Union Bank, and the bank moved to foreclose. The Clarks then allegedly learned that the bank had failed to maintain property insurance, a matter of apparent great concern given the Clarks' alleged concern about Akard's potential "vindictive" behavior. (Doc. No. 1-3 at 2.) Union Bank sought to secure insurance, but allegedly erroneously did not list the Clarks as insureds. After all this, in December 2016, the subject property burned to the ground under allegedly "mysterious circumstances." (Id.) The Clarks have been unable to obtain property insurance reimbursement. (See Doc. No. 1-3.)
*851C. The Underlying State Tort Lawsuit and Instant Insurance Coverage Dispute
The Clark Lawsuit asserts causes of action for promissory estoppel, breach of contract, misrepresentation, negligence, subrogration/constructive trust, and other violations of Tennessee statutes. (Doc. No. 1-2.) On March 9, 2018, Security National denied coverage to Defendants under the Security Policy for the Clark Lawsuit on the grounds of, among other things, Exclusion C. Security National specifically asserted that: (1) the Clark Lawsuit alleged that Union Bank "was negligent regarding insurance on the property"; (2) "the entirety of the Complaint concern[ed] a loan made by Union Bank, foreclosure proceedings on its collateral, and insurance proceeds it may have received when its collateral was damaged"; (3) under the Security Policy, a Lending Wrongful Act includes misconduct "concern[ing]" a loan made by Union Bank; (4) Lending Wrongful Acts are covered under Insuring Agreement D of the Security Policy; (5) certain Lending Wrongful Acts are excluded under Exclusion C of the Security Policy, including claims arising out of "failure to effect or maintain any insurance or bond"; and (6) the Clark Lawsuit unquestionably involves the failure to effect or maintain insurance. (Doc. No. 1-3 at 3-4.) Accordingly, because Security National concluded that the entirety of the Clarks' complaint sought damages related to the alleged failure to maintain insurance, it declined any duty to indemnify Union Bank.
II. Legal Standard
The Declaratory Judgment Act provides that, "[i]n a case of actual controversy within its jurisdiction ... any court of the United States, upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought."
The Court of Appeals for the Sixth Circuit has established guidelines for district courts deciding whether to exercise *852discretionary jurisdiction over a declaratory relief action. "In determining the propriety of entertaining a declaratory judgment action, competing state and federal interests weigh in the balance, with courts particularly reluctant to entertain federal declaratory judgment actions premised on diversity jurisdiction in the face of a previously-filed state-court action." Adrian Energy Assocs. v. Mich. Public Serv. Comm'n,
Accordingly, courts routinely engage in case-specific inquiries when deciding whether to exercise jurisdiction over declaratory judgment actions such as this one. Cincinatti Ins. Co.,
(1) whether the declaratory action would settle the controversy;
(2) whether the declaratory action would serve a useful purpose in clarifying the legal relations at issue;
(3) whether the declaratory remedy is being used merely for the purpose of "procedural fencing" or "to provide an arena for a race for res judicata ";
(4) whether the use of a declaratory judgment action would increase the friction between our federal and state courts and improperly encroach on state jurisdiction; and
(5) whether there is an alternative remedy that is better or more effective.
Grand Trunk v. W. R.R. Co. v. Consol. Rail Corp.,
III. Discussion
Defendants ask the Court to decline to exercise its discretionary jurisdiction over this action. Specifically, they argue that, pursuant to the five factors of consideration articulated by the Sixth Circuit in Grand Trunk, an exercise of jurisdiction would be inappropriate because Tennessee law governs the underlying tort dispute and this declaratory judgment action would not resolve the legal issues and legal relations of the parties in the tort case.
*853Defendants further contend that exercise of the Court's discretionary declaratory jurisdiction would unnecessarily cause friction between federal and state courts and that Tennessee law provides an adequate and more appropriate remedy for the resolution of insurance coverage disputes.
A. Whether the Declaratory Action Will Settle the Controversy
As Judge Aleta Trauger, of this District, has recently explained, the Sixth Circuit has wavered on how to treat this factor in insurance cases. In Scottsdale Ins. Co. v. Flowers,
Two lines of precedent seem to have developed in our jurisprudence regarding consideration of this first factor in the context of an insurance company's suit to determine its policy liability.... The difference between these lines of cases appears to rest on the competing policy considerations of consolidating litigation into one court versus permitting a party to determine its legal obligations as quickly as possible.
Cincinatti Ins. Co.,
The Court also concurs with policy considerations highlighted by Judge Trauger. While not required to do so by the Security Policy (Doc. No. 1-1 at 26), Security National offered to defend Defendants in the Clark Lawsuit and file a declaratory judgment action. This is a logical course of action, and one that is contemplated by the Security Policy (Doc. No. 1-1 at 26), because Security National could be involved in the handling of Defendants' tort claims in the Clark Lawsuit to protect Security National's interests in the event it was ultimately found to have coverage obligations. However, Defendants went the route of filing a third-party complaint against Security National. As Judge Trauger observed, however, the Tennessee state court is highly likely to focus on the liability disputes between the parties before turning to the question of insurance coverage. Cincinatti Ins. Co.,
As in Cincinatti Insurance Company, this case is distinguishable from Bituminous Cas. Corp. v. J & L Lumber Co., Inc. and other cases involving "fact-based, and [ ] very close, question[s] of state law."
Here, the Clark Lawsuit has been filed and the complaint in that action is of record. The questions before the Court involve the allegations of that action and alleged facts relevant to the Security Policy. The question that the Court faces is whether Security National could owe coverage to Defendants under the Security Policy based on the allegations of the Clark's complaint. More specifically, that question is whether the Clarks allege a Lending Wrongful Act, and whether that Lending Wrongful Act falls under an Exclusion to the Security Policy. As presented, the issues to be resolved in this action are neither novel nor complex.
While declaratory relief from the Court will not settle the ultimate controversy between all of the parties in the state court action, it would dispose of the only dispute between Security National and Defendants without affecting the substance of the controversy in the state court tort action. Moreover, a ruling here could prevent unnecessary expense and effort on behalf of Security National in potentially drawn-out state court litigation, and there is no substantial risk of conflicting factual determinations between this court and the Tennessee state court. Cincinatti Ins. Co.,
B. Whether the Declaratory Judgment Action Will Clarify the Legal Relations Between the Parties
This factor is closely related to, and often considered in conjunction with, the first factor. See Travelers Indem. Co.,
The requirement that the judgment clarify the legal relationships of the parties is based upon our desire for the declaratory judgment to provide a final resolution of the discrete dispute presented. While the parties may have other tortious or contractual relationships to clarify in state court, our concern in considering the second Grand Trunk factor in such cases is with the ability of the federal declaratory judgment to resolve, once and finally, the question of the insurance indemnity obligation of the insurer. Thus, we focus only on whether a federal declaratory judgment will clarify the legal relationships presented to the district court.
C. Is the Declaratory Remedy Being Used Merely to "Provide An Arena for Res Judicata "?
Defendants argue that frowned-upon "procedural fencing" exists because Security National chose to have the issue of its liability determined in federal court in advance of a state court determination of the issue. In short, Defendants contend that Security National was aware that they were going to file a third-party complaint in the Clark Lawsuit and "jump filed" this action in federal court in a race for res judicata. In response, Security National contends that, under threat of lawsuit, it acted according to its regular course of business to file this action in federal court, as the most appropriate forum, to seek declaratory relief.
This third factor is meant to resist jurisdiction for "declaratory plaintiffs who file their suits mere days or weeks before the coercive suits filed by a 'natural plaintiff' and who seem to have done so for the purpose of acquiring a favorable forum." AmSouth Bank v. Dale,
Here, the Court does not find sufficient evidence of record that the filing of Security National's declaratory judgment action was motivated by procedural fencing or a race for res judicata . After Defendants oddly rejected Security National's offer to provide Defendants a defense subject to a reservation of rights, Security National had two choices: bring this declaratory judgment action or file the same action in state court. Security National instituted this action five months after the state court proceedings began and before defendants filed a third-party complaint in the state court action that would have implicated Security National's coverage obligations. "While this action may have been an attempt to preempt an issue that the state court would eventually consider, the Declaratory Judgment Act gives [Security National] the right to do precisely that, especially when the state court litigation has been ongoing without resolving the issue." Id. at 559. Accordingly, absent some indication of an improper motive in the record,
D. Friction Between Federal and State Courts
The Supreme Court has cautioned that "where another suit involving the same parties and presenting opportunity for ventilation of the same state law issues is pending in state court, a district court might be indulging in '[g]ratuitous interference,' if it permitted the federal declaratory action to proceed." Wilton,
(1) whether the underlying factual issues are important to an informed resolution of the case;
(2) whether the state trial court is in a better position to evaluate those factual issues than is the federal court; and
(3) whether there is a close nexus between underlying factual and legal issues and state law and/or public policy, or whether federal common or statutory law dictates a resolution of the declaratory judgment action.
Bituminous,
As discussed above, Security National's obligation to the Defendants in an action brought by the Clarks will be determined by the complaint in that underlying action, not any debated facts surrounding the liability of the other parties thereto. This action therefore does not implicate the resolution of extensive factual issues because the complaint in the Clark Lawsuit speaks for itself. The interpretation of the Security Policy is not a complicated exercise. Finally, neither party has argued that this coverage dispute involves any novel or unsettled questions of state law.
Regarding the third sub-factor, as Judge Trauger logically reasoned, "this *859presumption triggers only when state courts are applying the public policies that inhere in their own state's laws." Cincinatti Ins. Co.,
E. Whether There is an Alternative Remedy That is Better or More Effective
In just a few sentences, Defendants suggest that the Clark Lawsuit is a better remedy because Security National has been made a party to that case. Security National responds that the Clark Lawsuit is no better and potentially a worse because it will require Security National to "sit by and ... wait." (Doc. No. 18 at 12-13.) Indeed, a district court should only "deny declaratory relief if an alternative remedy is better or more effective ." Grand Trunk,
The court sees no alternative remedy that presents a notably more attractive option. As discussed above, the Tennessee court is no better situated than this court to resolve the questions at issue. Just as important are concerns that Security National "could be dragged along for a long and expensive ride before the issue of its coverage obligations is determined in the state court litigation."
F. Balancing the Factors
The Sixth Circuit has "never indicated how the Grand Trunk factors should be balanced." Scottsdale,
*860IV. Conclusion
In the Court's discretion, and for the foregoing reasons, Defendant's Motion to Dismiss (Doc. No. 12) will be denied. This case will be returned to the Magistrate Judge for further case management, including, if appropriate, accelerated dispositive motion scheduling.
An appropriate order will enter.
Security National also declined coverage on several other grounds (see Doc. No. 1-3 at 4-6) but, as this is sufficient for purposes of the instant motion, the Court need not go further.
Federal courts have recognized that, under Tennessee law, unless an insurance policy contains an enforceable choice of law clause the substantive law of the state where an insurance policy was issued and delivered will control. Nelson v. Nelson,
Defendants also assert, with little authority, that the Clarks are indispensable parties to this action under Federal Rule of Civil Procedure 19. The Court does not agree. In relevant part, Rule 19 states:
A person who is subject to service of process and whose joinder will not deprive the court of subject-matter jurisdiction must be joined as a party if:
(A) in that person's absence, the court cannot accord complete relief among existing parties; or
(B) that person claims an interest relating to the subject of the action and is so situated that disposing of the action in the person's absence may:
(i) as a practical matter impair or impede the person's ability to protect the interest; or
(ii) leave an existing party subject to a substantial risk of incurring double, multiple, or otherwise inconsistent obligations because of the interest.
Here, the Clarks have no rights against Security National and are not a party to the Security Policy; the Court can afford complete relief without them. Moreover, the Clark's interest - i.e., their ability to hold Defendants liable in tort - exists irrespective of the coverage determination.
Defendants have included a "timeline" of pre-filing communications between the parties in the motion to dismiss that is meant to establish an improper motive. (Doc. No. 13 at 11.) The underlying communications are not of record, however. Regardless, the Court does not find them sufficient to alter its conclusion.
Defendants contend extensive discovery will be necessary in the evidence development phase of this declaratory judgment action. The Court does not agree. As discussed herein, the issue before the Court is primarily a legal one that will be resolved by consulting the Security Policy, the complaint in the Clark Lawsuit, and relevant law. While some discovery might be necessary, broad concerns regarding neverending fact discovery are unpersuasive.
This is not an empty concern because Security National has offered to defend Defendants in the Clark Lawsuit despite the strong belief that the Clark Lawsuit does not implicate coverage under the Security Policy. (Doc. No. 18 at 12-13.) Thus, a wait-and-see approach in state court is certainly not more desirable from Security National's vantage point.
Defendants do not argue for a stay in the event the Court were to deny the motion to dismiss. See Cincinatti Ins. Co.,
Reference
- Full Case Name
- SECURITY NATIONAL INSURANCE COMPANY v. JAMESTOWN UNION BANCSHARES, INC. and Union Bank
- Cited By
- 3 cases
- Status
- Published