American Casualty Co. v. Federal Deposit Insurance
American Casualty Co. v. Federal Deposit Insurance
Opinion of the Court
Defendant Federal Deposit Insurance Corporation (FDIC) appeals the entry of summary judgment in favor of plaintiff American Casualty Company of Reading, Pennsylvania (ACCO) on ACCO’s suit seeking a declaratory judgment of non-liability under a directors’ and officers’ liability policy. The policy was issued to the American Bank of Casper (Casper) and the American National Bank of Eastridge (Eastridge), both now under the receivership of the FDIC. Because the two cases present identical issues, they have been consolidated for administrative convenience, though not merged into a single case, for purposes of this appeal.
I
In January 1985, ACCO issued a Director’s and Officer’s Liability Insurance Policy to American Bank Corporation (ABC) and its subsidiaries, which included both Casper and Eastridge. The policy period ran from October 19, 1984, to October 19, 1985, at 12:01 a.m. By later endorsement (the execution date of which is disputed), the policy period was extended fifty-five days to December 13, 1985. The policy proyided that if ACCO elected to cancel or not to renew the policy, it was to give ABC thirty days advance notice of such action. On October 23, 1985, ACCO sent ABC a notice specifying that coverage under the directors’ and officers’ liability policy would terminate thirty days from receipt of the notice at 12:00 noon standard time. Because ABC had moved its offices, the notice was not received until November 14. On December 13, ABC sent ACCO a notice of occurrences at Casper and Eastridge that could give rise to claims under the policy.
ACCO subsequently filed declaratory judgment actions seeking rulings that it is not liable for ABC’s claims under the policy.
The district court ruled that the notices were untimely and granted ACCO’s motions for summary judgment. It first rejected FDIC’s argument that Wilkinson should not be applied because it involved Oklahoma law whereas the instant case is governed by Wyoming law. The court found no relevant differences between the two states’ law on the subject, and held that Wilkinson was binding precedent. It found no ambiguity in the policy, and held that the letter received
II
We review the grant of summary judgment de novo, applying the same standard used by the district court, i.e., summary judgment is appropriate if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Utah Power & Light Co. v. Federal Ins. Co., 983 F.2d 1549, 1553 (10th Cir. 1993). “Where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no genuine issue for trial.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986) (quotation omitted). The parties agree that Wyoming law applies to this dispute, and we review the district court’s interpretation of state law de novo. Salve Regina College v. Russell, 499 U.S. 225, 231-32, 111 S.Ct. 1217, 1221, 113 L.Ed.2d 190 (1991).
Under Wyoming law, “[a]n insurance policy is a contract, and the general rules of contract construction apply to insurance agreements. The interpretation of a written contract is done by the court as a matter of law.” St. Paul Fire & Marine Ins. Co. v. Albany County Sch. Dist. No. 1, 763 P.2d 1255, 1258 (Wyo. 1988) (citations omitted). We agree with the district court that Wilkinson applies to this case. In Wilkinson we noted that there were no Oklahoma cases directly on point, see 958 F.2d at 327, so we applied general principles of insurance law and contract interpretation. FDIC cannot demonstrate any meaningful differences between Oklahoma and Wyoming law on this issue. Thus, we have no basis for interpreting the exact same language any differently in the case before us. Therefore, to invoke coverage under the policy, ABC must have submitted notices of potential claims before the end of the policy period or notices of actual claims before the end of the discovery period.
The district court erred, however, in dismissing the notice ABC received on November 14 as nothing more than a reminder that coverage would terminate. This interpretation would effectively read out the policy’s requirement of thirty days notice before non-renewal. Because the agreement specifically refers to the need for notice, the notice agreement is not extraneous, but is incorporated into the terms of the policy once issued. “[Rjeference in a contract to extraneous writings renders them part of the agreement for indicated purposes.” Busch Dev., Inc. v. City of Cheyenne, 645 P.2d 65, 70 (Wyo. 1982); see also 17 George J. Couch, Cyclopedia of Insurance Law § 67:168, at 628 (2d rev. ed. 1983) (“there is no merit to a contention that the cancellation notice is an extraneous document, separate and apart from the policy”).
We assume arguendo that the endorsement extending the policy period fifty-five days to December 13 was effective; even so, we need not address what time on December 13 the policy period expired. In situations in which a local statute requires notice before nonrenewal, if the notice of nonrenewal is not effective before the end of the policy period, the policy is extended until the notice becomes effective. See 18 Couch, supra, § 68.11, at 15 (“Where the insurer fails to comply with statutory notice requirements, the policy coverage continues as if it were automatically renewed.”). The same should be true if the agreement itself, rather than a statute, requires such notice. In other words, if notice of nonrenewal is required, the policy period runs either to the end of the period defined in the agreement or until the notice of nonrenewal becomes effective, whichever is later.
The district court made no determination as to the adequacy of the notices of potential claims submitted 'on December 13 by ABC; we leave that for its consideration on remand. The judgments of the district court are REVERSED, and the cause REMANDED to the district court with instructions to enter partial summary judgment in favor of the FDIC with respect to the timeliness of the notices submitted by ABC on December 13, 1985, and for further proceedings consistent with this opinion.
. Each suit is against the FDIC because both banks have since failed and been put into receivership with the FDIC.
. Under Wyoming insurance law, notice required by statute is effective when mailed. Wyo.Stat. § 26-35-101. However, ACCO specified in the notice that the thirty day period would not begin to run until receipt, so the statute is inapplicable.
. ACCO's contention and the district court’s ruling that the practice in the insurance industry is to count the day notice is received as the first day is contrary to the generally accepted method. See cases cited in 17 Couch, supra, § 67:162, at 622 n. 10. In the absence of Wyoming case law adopting this position, we do not believe that Wyoming would deviate from the majority rule.
Reference
- Full Case Name
- AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, a Pennsylvania corporation v. FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver of the American Bank of Casper, Casper, Wyoming, Defendant-Appellant AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, a Pennsylvania corporation v. FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver of the American National Bank of Eastridge, Casper, Wyoming
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- Published