Vantage Commodities Fin. Servs. I, LLC v. Assured Risk Transfer PCC, LLC
Vantage Commodities Fin. Servs. I, LLC v. Assured Risk Transfer PCC, LLC
Opinion of the Court
Vantage Commodities Financial Services I, LLC won a multi-million dollar arbitration award against Assured Risk Transfer PCC, LLC, or ART. Now Vantage wants the money. Although the arbitration award represents the proceeds of a credit insurance policy that ART sold to Vantage, ART says it cannot pay by itself because it counted on help from reinsurance companies. And the companies that reinsured ART's liability under the insurance policy have refused to help. So Vantage has sued ART and the reinsurance companies. It has also sued Willis Limited, Willis Re Inc., and Willis Towers Watson Management (Vermont), Ltd.-related companies that Vantage says offered ART their services in captive insurance management and as reinsurance brokers and intermediaries. The reinsurance companies and the Willis companies have filed Motions to Dismiss. Because Vantage failed to establish the Court's personal jurisdiction over the reinsurance companies, their Motions to Dismiss will be granted. And because Vantage did not state a contract claim but has stated several negligence claims against the Willis Defendants, their Motion to Dismiss will be granted in part and denied in part.
I. BACKGROUND
This case began with a series of related financial transactions. First, Vantage extended $44 million in credit to an energy company. Compl. ¶ 93. Second, ART insured Vantage against the risk that the energy company would default, up to $22 million. Id. ¶ 17. Third, the Willis companies helped ART reinsure 90% of its liability by brokering reinsurance contracts with several other companies, including the seven reinsurance companies that are defendants here.
Vantage submitted proof of loss to ART to collect on its insurance policy, but ART denied the claim based on Vantage's purported failure to comply with a collateralization requirement in that policy. Id. ¶¶ 19, 94. So Vantage presented its claim to an arbitration panel, which determined that Vantage had met its collateralization obligations and that ART owed Vantage $22 million in damages, plus several million in interest and costs. Id. ¶¶ 20-21, 136. The Supreme Court of New York confirmed the award in the amount of $26,288,351.80 *55plus post-judgment interest that continues to accrue. Id. ¶ 22.
Vantage has not received the funds. Id. ¶ 24. ART told Vantage that the only assets it has to pay the judgment are a $2.2 million letter of credit and its reinsurance policies. Id. ¶ 134. And the Reinsurer Defendants have refused to pay ART, claiming that ART and the Willis companies violated the terms of the reinsurance agreements by failing to provide them prompt notice of Vantage's loss. Id. ¶¶ 139-142. The Reinsurer Defendants have also rebuffed Vantage's efforts to collect, claiming that Vantage has no contractual right to demand payment directly from them. Id. ¶ 150.
Vantage has now turned to federal court, filing a Complaint that names ART, the seven Reinsurer Defendants, and the three Willis companies as defendants.
II. ANALYSIS
A. The Court Cannot Exercise Personal Jurisdiction Over the Reinsurer Defendants
To hear a claim against a defendant, a court must have personal jurisdiction over that defendant. There are three requirements for a court to exercise personal jurisdiction. First, the state's long-arm statute must reach the defendant. GTE New Media Servs. Inc. v. BellSouth Corp. ,
1. The District of Columbia's Long-Arm Statute Reaches the Reinsurers
The District of Columbia's long-arm statute authorizes courts to "exercise personal jurisdiction over a person, who acts directly or by an agent, as to a claim for relief arising from the person's ... transacting any business in the District of Columbia."
Under the insurance prong of the statute, Vantage correctly observes that the Reinsurer Defendants contracted to insure ART, a legal person located in the District of Columbia at the time of contracting.
Alternatively, this Court has jurisdiction under the "transacting any business" prong of the statute for the reasons explained in the due process analysis below. See Thompson Hine, LLP v. Taieb ,
2. The Exercise of Jurisdiction Comports with Due Process
The Due Process Clause limits a court's jurisdiction to defendants who "have certain minimum contacts with ['the territory of the forum,' which is to say, the geographic area under the court's authority,] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Int'l Shoe Co. v. Washington ,
A district court may exercise general jurisdiction over all claims against a corporate defendant if the corporation's "affiliations with the State are so continuous and systematic as to render [it] essentially at home" in the territory subject to the court's authority.
*57Daimler AG v. Bauman ,
A district court that lacks general jurisdiction may still have specific jurisdiction over claims related to acts by which a defendant "purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Hanson v. Denckla ,
The Reinsurer Defendants are commercial actors who purposefully directed their activities at ART, a resident of the District of Columbia. See Compl. Ex. 4.
To be sure, as the Reinsurer Defendants point out, "merely entering into a contract with an out-of-state party does not constitute the kind of purposeful availment that subjects a defendant to the laws of the other party's home state." Katopothis v. Windsor-Mount Joy Mut. Ins. Co. ,
3. Vantage Has Not Asserted the Court's Jurisdiction Through Proper Service
"Before a federal court may exercise personal jurisdiction over a defendant, the procedural requirement of service of summons must be satisfied." Omni Capital Int'l, Ltd. v. Rudolf Wolff & Co., Ltd. ,
*59But the Reinsurer Defendants deny that Mendes & Mount is their authorized agent for service of process. First Reinsurer Defs.' Memo. ISO Mot. Dismiss 15-17; Second Reinsurer Defs.' Memo. ISO Mot. Dismiss 12-13. They claim that the service provision in the reinsurance contracts authorizes service only if ART sues the reinsurers to compel arbitration or to enforce an arbitral award. First Reinsurer Defs.' Memo. ISO Mot. Dismiss 17; Second Reinsurer Defs.' Memo. ISO Mot. Dismiss 13. And they are right that the contracts' service provision is not a general authorization of Mendes & Mount to receive service of process in all cases.
Thus, Vantage can only serve the Reinsurer Defendants through Mendes & Mount if it is entitled to rely on the service clause and can maintain its lawsuit without violating the arbitration clause of the reinsurance contracts.
But Vantage cannot show that it has a direct contractual relationship with the Reinsurer Defendants. Vantage's argument depends almost completely on a single, unreported, out-of-circuit district court opinion that is distinguishable. Pl.'s Opp. to Reinsurer Defs.' Mots. Dismiss 23-27.
While this test may seem favorable to Vantage, the insured in World Omni had a clear understanding that the direct insurance company "was not intended to retain any risk" and that the reinsurance company was the only reimburser of losses. Id. at *1-2. The reinsurer actually negotiated the basic terms of the insurance contract with the insured before the direct insurance company was even created. Id. at *1. Then it had the insured's parent company create the direct insurance company, which "[was] minimally capitalized, [had] never been an independent operating insurance company, and [had] never had the ability to engage in independent underwriting or claims-handling activities." Id. The reinsurance company assumed 100% of the insurer's liability and consistently dealt with the insured directly as if it were a direct insurer. Id.
Vantage has not alleged facts showing that this is a similar case. It points to allegations in the Complaint that ART was created to access the reinsurance market, that ART retained 10% of the risk it insured for Vantage, that ART had to identify its reinsurers to get Vantage to buy the insurance policy, that ART made it possible for the reinsurers to make money off the direct insurance policy that ART sold Vantage, and that the reinsurers relied on information about Vantage that they received from the Willis Defendants. Pl.'s Opp. to Reinsurer Defs.' Mots. Dismiss 24, 26. It also notes its allegation that, during arbitration, a witness testified that payment of any arbitration award would be between the reinsurers and Vantage. Id. at 25. And it makes a few new claims that are not supported by citations to the Complaint or to record evidence. Id. at 25-26. But the allegations in the Complaint do not overcome the general rule that a reinsurer does not have a direct contractual relationship with the original insured unless the terms of the reinsurance agreement create such a relationship. See Bruckner-Mitchell v. Sun Indem. Co. of New York ,
Because Vantage cannot show a direct contractual relationship with the Reinsurer Defendants, its effort to evade the reinsurance contracts' arbitration clause fails. Because it cannot evade the arbitration clause, which limits the contracts' service of process clause, it cannot serve the Reinsurer Defendants through Mendes & Mount. And because it cannot serve the Reinsurer Defendants through Mendes & Mount, it has not validly asserted the Court's personal jurisdiction over them. See Omni Capital ,
Vantage has asked that, if I determine that service on Mendes & Mount was ineffective, I exercise my discretion to grant it an extension of time to accomplish service in the interest of justice. Pl.'s Opp. to Reinsurer Defs.' Mots. Dismiss 22-23. But Vantage itself has recognized that "[t]he question of service is inextricably intertwined with the merits." Id. at 22. Service on Mendes & Mount was ineffective because Vantage seeks to assert rights under a direct contract with the reinsurers that does not exist. This determination goes both to jurisdiction and to the merits, *61making an extension of time to accomplish service futile. Because Vantage has failed to carry its burden of establishing personal jurisdiction, I will immediately grant the Reinsurer Defendants' Motions to Dismiss. See Crane ,
B. Vantage Has Only Stated Negligence Claims Against the Willis Defendants
To survive a motion to dismiss for failure to state a claim under Rule 12(b)(6), a complaint must contain sufficient factual allegations that, if true, "state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly ,
Thus, a court evaluating a motion to dismiss for failure to state a claim does not accept the truth of legal conclusions or "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements." Iqbal ,
Before evaluating the parties' claim-specific disputes, I note two preliminary matters. First, the parties dispute whether the law of the District of Columbia or the law of the United Kingdom applies to Willis Limited. Willis Defs.' Memo. ISO Mot. Dismiss 8 n.3, 10 n.4; Pl.'s Opp. to Willis Defs.' Mot. Dismiss 12 n.7, 16 n.9. As they identify no material difference and focus mainly on the District of Columbia's law, I apply that law.
Second, the Willis Defendants argue that Vantage's Complaint is defective because it asserts its claims against the Willis Defendants collectively without distinguishing among them. Willis Defs.' Memo. ISO Mot. Dismiss 17. But the cases on which the Willis Defendants rely to show that collective pleading is inadequate dealt with collective allegations against unrelated defendants. See Toumazou v. Turkish Republic of N. Cyprus ,
1. Vantage Has Failed to State a Claim for Breach of Contract
To state a claim for breach of contract, a plaintiff must allege facts showing *62that a contract between the parties exists. Francis v. Rehman ,
But Vantage argues that the District of Columbia's contract law allows a plaintiff to "bring an action against an insurance company's agent or intermediary for failure to obtain requested insurance." Pl.'s Opp. to Willis Defs.' Mot. Dismiss 12-13. This argument fails for two reasons. First, Vantage has not sought to bring an action against the Willis Defendants for failure to obtain requested insurance. The only breach of contract that Vantage alleges against the Willis Defendants is failure "to provide timely and sufficient information regarding Vantage's loss" to the reinsurers. Compl. ¶ 174.
Second, Vantage has not shown that its relationship with the Willis Defendants is analogous to the relationship between the plaintiff and the insurance broker in the cases on which it relies. In Zitelman and Adkins , the plaintiffs formed contract relationships with their insurance brokers by calling the brokers directly and obtaining assurances from the brokers that they would arrange for them to be insured. Zitelman v. Metro. Ins. Agency ,
2. The Willis Defendants Have Not Adequately Challenged Vantage's Negligence, Professional Negligence, and Negligent Undertaking Claims
The Willis Defendants construe Vantage's negligence, professional negligence, and negligent undertaking claims as "virtually identical." Willis Defs.' Memo. ISO Mot. Dismiss 10; see also
The Willis Defendants raise separate arguments to show that none of the three Willis entities owed a duty. First , the Willis Defendants argue that Willis Captive Management's role in managing administrative tasks for ART did not create any duties toward Vantage. Id. at 11-12.
*64The Willis Defendants argue that they had no legal connection to Mr. Kelly's action because he signed the binders as ART's authorized representative. Id. at 6, 8. But Mr. Kelly appears to have been acting as ART's representative because he was an employee of ART's captive manager, Willis Captive Management. The Willis Defendants cite no facts or legal authority to show that Mr. Kelly's role as ART's representative and his role as a Willis Captive Management employee are mutually exclusive, so that his acts on ART's behalf cannot also be attributed to Willis Captive Management.
Second , the Willis Defendants argue that Willis Limited's role as ART's reinsurance intermediary did not establish any duties toward Vantage. Willis Defs.' Memo. ISO Mot. Dismiss 12-15. As with Willis Captive Management, they claim that Vantage's Complaint does not allege that Willis Limited had any contact with Vantage or undertook to provide any services to Vantage.
Vantage has made at least a preliminary showing that Willis Limited's contractual undertakings created tort duties owed to Vantage. Pl.'s Opp. to Willis Defs.' Mot. Dismiss 16-18. Under District law, a person who undertakes to render services to one party "which he should recognize as necessary for the protection of a third person or his things" has a duty of reasonable care to the third party. See, e.g., Presley v. Commercial Moving & Rigging, Inc. ,
Third , the Willis Defendants assert that the Complaint contains no allegations against Willis Re Inc. But the Complaint makes the same allegations about Willis Re Inc.'s role as a reinsurance intermediary that it makes about Willis Limited. Compl. ¶¶ 39, 42-43, 53-54, 73-75, 78-80.
3. The Willis Defendants Have Not Adequately Challenged Vantage's Negligent Misrepresentation Claim
The Willis Defendants challenge Vantage's negligent misrepresentation claim on two grounds. First, they argue that the Complaint does not satisfy the heightened pleading requirements of Federal Rule of Civil Procedure 9(b), which requires a statement of the "time, place and content of the false misrepresentations, the fact misrepresented and what was retained or given up as a consequence of the fraud, as well as the individuals involved." Willis Defs.' Memo. ISO Mot. Dismiss at 16; see also Lemon v. Kramer ,
But the Complaint satisfies these requirements for several alleged misrepresentations. Most important, the Complaint alleges that Willis Captive Management employee Aiden Kelly signed credit insurance binders on December 28, 2012 and August 19, 2013, representing to Vantage that the reinsurance policies ceded ART's liability "on the same terms, conditions, and settlements as the original *66policy." Compl. ¶¶ 47, 51, 183. It also alleges that this representation is false because the reinsurance policies limited the reinsurers' obligations to ART and required arbitration. Id. ¶¶ 69-70. Relatedly, the Complaint alleges that the Willis Defendants failed to disclose to Vantage that the reinsurance agreements contained terms that conflicted with the representations in the credit insurance binders, so that a loss covered under the insurance policy might not be recoverable by Vantage from the reinsurers. Id. ¶¶ 69, 165, 170, 179, 183.
These allegations are inadequate in three ways, according to the Willis Defendants. First , they claim that the statements in the credit insurance binders are not attributable to Willis Captive Management because Mr. Kelly signed them as ART's representative and that the statements have even less connection to the other Willis Defendants. Reply ISO Willis Defs.' Mot. Dismiss 15-16. But I have already rejected the argument that Willis Captive Management bears no responsibility for the insurance binders, and the Complaint alleges that all the Willis Defendants misled Vantage by intentionally allowing it to rely on the binders and failing to provide Vantage material information. Compl. ¶¶ 54, 69, 165, 170, 179, 183.
Second , the Willis Defendants claim that the Complaint fails to specify who at Vantage received, reviewed, and relied on the binders. Reply ISO Willis Defs.' Mot. Dismiss 16-17. But the precedent on which they rely does not contain such a requirement. See In re Office Prods. ,
Third , the Willis Defendants claim that the Complaint fails to allege facts showing that the representations in the credit insurance binders were false. Reply ISO Willis Defs.' Mot. Dismiss 17. But as I have already observed, the Complaint alleges that the binders falsely claimed that the reinsurance policies ceded ART's liability on the same terms as the original policy when in fact the reinsurance policies limited the reinsurers' obligations to ART and required arbitration. Compl. ¶¶ 47, 51, 69-70, 183. So I must reject this challenge to the adequacy of Vantage's allegations about the insurance binders and about the Willis Defendants' misrepresentations, as I have rejected the others.
The Willis Defendants unpersuasively challenge the adequacy of Vantage's allegation that they negligently failed to disclose that they would not convey information about Vantage's loss to the reinsurers. The Willis Defendants argue that Vantage failed to identify who made the misrepresentation to whom and at what time. Reply ISO Willis Defs.' Mot. Dismiss 17 n.4. But the Complaint alleges that when the reinsurance contracts promised that the Willis Defendants would convey "all communications and payments" related to the contracts. Compl. ¶¶ 74. And the Complaint alleges facts supporting an inference that this statement was false at least by the time that Vantage experienced the insured *67loss. Id. ¶¶ 139, 146 (noting that the reinsurers denied coverage because Willis failed to provide information them information about Vantage's loss and that the Reinsurer Defendants said Willis had not been able to confirm that it provided any communications). From that time forward, the Willis Defendants' failure to correct the statement arguably constituted an ongoing misrepresentation to Vantage.
III. CONCLUSION
For the reasons stated above, the Reinsurer Defendants' Motions to Dismiss will be granted and the Willis Defendants' Motion to Dismiss will be granted as to Vantage's contract claims but denied as to Vantage's negligence claims. A separate order will issue.
The defendant reinsurance companies, also referred to in the parties' submissions and in this opinion as the Reinsurer Defendants, are Hannover Ruckverishcerung AG, Partner Reinsurance Europe PLC, Syndicate 4472, Syndicate 2001, Syndicate 1206, Catlin Re Switzerland, and Caisse Centrale De Réassurance. Compl. 3.
This Court has subject matter jurisdiction over Vantage's claims under
Only one of the Complaint's seven counts purports to be a claim against ART. This count seeks declaratory judgment about the contractual rights of Vantage and the contractual obligations of the Reinsurer Defendants.
The other Reinsurer Defendants filed a separate Motion to Dismiss that contests only the due process and service requirements for exercising personal jurisdiction. Memo. ISO Mot. Dismiss by Syndicate 4472, Syndicate 2001, Syndicate 1206, and Catlin Re Switzerland (Second Reinsurer Defs.' Memo. ISO Mot. Dismiss) 10.
The Reinsurer Defendants also argue that they "did not do business with ART in the District of Columbia," citing declarations showing that they negotiated the contract mostly by email and phone, without meeting in the District. First Reinsurer Defs.' Memo. ISO Mot. Dismiss 14. But the insurance prong of the long-arm statute does not require doing business in the District. See
Vantage suggests in a footnote that jurisdictional discovery might reveal that the Reinsurer Defendants do enough business in the District of Columbia to give me general jurisdiction. Pl.'s Opp. to Reinsurer Defs.' Mots. Dismiss 12 n.5. But this conjecture does not provide grounds for discovery. See FC Inv. Grp. v. IFX Markets, Ltd. ,
The "transacting any business" prong of the District's long-arm statute has the full reach permitted by the Due Process Clause. Thompson Hine ,
One of the Reinsurer Defendants' Motions to Dismiss describes ART as "an entity located outside the District of Columbia" but cites no evidence to support this characterization. First Reinsurer Defs.' Memo. ISO Mot. Dismiss 15 (questioning ART's connection to the District of Columbia for due process purposes, but not under the long-arm statute). The other motion acknowledges that ART is incorporated in the District, but cites a website listing the address of ART's similarly named parent company to suggest that the company is located in New York. Second Reinsurer Defs.' Memo. ISO Mot. Dismiss 11 & n.8. The uncontroverted record evidence shows that ART is domiciled and licensed in the District of Columbia. Compl. Ex. 4.
Vantage also makes passing reference to the fact that it served the Willis Defendants, which Vantage alleges the Reinsurer Defendants have identified as their "intermediaries/agents." Id. at 21-22. But they do not offer any reason for treating the Willis Defendants as the Reinsurer Defendants agents for service of process, which is the only relevant agency here.
Vantage notes that this appears to be a standard provision in policies issued by at least some of the reinsurers but does not explain how the fact is directly relevant. Pl.'s Opp. to Reinsurer Defs.' Mots. Dismiss 22. It also argues that the Reinsurer Defendants have conceded that Mendes & Mount is their authorized agent for service of process but cites portions of their Motions to Dismiss that do not in fact concede the point. Id.
The service provision authorizes service "in such suit" but does not define what types of suits it contemplates. Compl. Ex. 7 Art. XXVI; id. Ex. 8 Art. XXVI. The immediate context sheds limited light on the question, stating that the service provision "is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award" and that the reinsurer will submit to the jurisdiction of court if it fails "to pay any undisputed amount claimed to be due hereunder." Compl. Ex. 7 Art. XXVI; id. Ex. 8 Art. XXVI.
Vantage does not address why it is entitled to rely on service provisions in reinsurance contracts to which it is not a party and, for this reason alone, has failed to carry its burden of establishing jurisdiction. But because the Defendant Reinsurers have not offered any argument to support their assertion that the service provision only authorizes service by ART, I will go on to evaluate alternative jurisdictional infirmities on which their briefing sheds more light.
Vantage also includes citations to three treatises and to a second out-of-circuit district court opinion. Id. It cites the treatises to suggest that reinsurers may be directly liable to the insured if they convey that intention or if the original insurer acted as a "front." Id. at 23, 24 n.13. It cites the district court opinion to show that post-contract conduct can abrogate or modify a reinsurance contract, resulting in a new contract that cuts out the intermediary insurer. Id. at 25 (citing Exec. Risk Indem., Inc. v. Charleston Area Med. Ctr., Inc. ,
Vantage expressly disavows any breach of contract claim as a third-party beneficiary of any contracts between the Willis Defendants and ART. Pl.'s Opp. to Willis Defs.' Mot. Dismiss 12 n.6.
Vantage also cites to Hayes , a case in which the plaintiff was the third-party beneficiary of a contract between his employer and a broker who agreed to find medical malpractice insurance that would cover the doctor. Hayes v. Chartered Health Plan ,
Even under these circumstances, it is not clear that District law allows a breach of contract claim. Each of the cases Vantage cites recognized a tort claim. Hayes ,
The Willis Defendants do offer one distinct argument about professional negligence, suggesting in a footnote that District law may not recognize a professional negligence cause of action against a captive manager or reinsurance intermediary.
In their reply brief, the Willis Defendants raise an argument not addressed in their motion to dismiss. They suggest that District law does not allow recovery of pure economic loss on any of the negligence theories that Vantage proposes. Willis Defs.' Reply ISO Mot. Dismiss 10-12. This issue may justify future briefing, but I decline to resolve the issue now given the apparently ambiguous state of District law and the fact that Vantage has not had the opportunity to respond to this new argument. See Intelect Corp. v. Cellco P'ship GP ,
The Complaint does not name Willis Captive Management as a defendant, but the parties appear to treat this as an alternate name for Defendant Willis Towers Watson Management (Vermont), Ltd.
The Willis Defendants also argue that Willis Captive management had no duties toward Vantage because they continued working with ART after Vantage's insurance policy expired. Id. at 12. But this conclusion does not follow and is not supported by authority.
In fact, their Motion to Dismiss does not cite any authority to show that Willis Captive Management did not owe a duty to Vantage. Willis Defs.' Memo. ISO Mot. Dismiss 11-12. Their Reply seeks to distinguish the cases on which Vantage relies by noting that they involved damages for physical injuries. Reply ISO Willis Defs.' Mot. Dismiss 7-11. But this argument about the type of damages that are available does not show the absence of a duty arising from Mr. Kelly's representations to Vantage that could be actionable in a negligence, professional negligence, or negligent undertaking claim. See WMATA v. Ferguson ,
They also argue that Willis Limited owed no duty to Vantage because its work for ART was not "directed solely to protecting Vantage's interests" and continued after Vantage's insurance policy expired. Id. at 13. Once again, this conclusion does not follow.
Although the Restatement limits damages to a recovery for physical harm, it is not clear whether District law has such a limitation. See Intelect Corp. ,
The Complaint also alleges that Brian Stewart, the Executive Director of Willis Re Inc., told ART he would notify the reinsurers about Vantage's notice of default and that ART believed Mr. Stewart would keep the reinsurers informed about Vantage's arbitration with ART. ¶¶ 31, 83, 115. This may be probative of Willis Re Inc.'s undertaking to act as intermediary or of Vantage's reasonableness in relying on Willis Re Inc. as an intermediary, but it does not appear to be directly relevant. The Willis Defendants claim that Mr. Stewart worked for Willis Limited and not work for Willis Re Inc., but their unsupported claim does not satisfy their burden. Reply ISO Willis Defs.' Mot. Summary J. 14.
An omission may constitute a negligent misrepresentation. Intelect ,
In a footnote, the Willis Defendants also challenge the legal sufficiency of Vantage's argument that it reasonably relied on this misrepresentation. Reply ISO Willis Defs.' Mot. Dismiss 17 n.4. But the Willis Defendants offer no reason to question the reasonableness of Vantage's reliance, which reflects the fair assumption that they would follow their contractual obligations when they had not said otherwise. This does not satisfy their burden.
Reference
- Full Case Name
- VANTAGE COMMODITIES FINANCIAL SERVICES I, LLC v. ASSURED RISK TRANSFER PCC, LLC
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- 6 cases
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- Published