Ford Motor Co. v. Northbrook Insurance

838 F.2d 829, 1988 WL 4008
CourtCourt of Appeals for the Sixth Circuit
DecidedJanuary 26, 1988
DocketNos. 86-2127, 87-1025
StatusPublished
Cited by1 cases

This text of 838 F.2d 829 (Ford Motor Co. v. Northbrook Insurance) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ford Motor Co. v. Northbrook Insurance, 838 F.2d 829, 1988 WL 4008 (6th Cir. 1988).

Opinion

BOYCE F. MARTIN, Jr., Circuit Judge.

Defendant insurance companies appeal an order granting Ford Motor Company’s motion for summary judgment. Ford cross-appeals the denial of its motion for entry of judgment.

Ford commenced this declaratory relief action alleging that excess automotive products liability insurance policies issued by Lloyds of London, Puritan Insurance Company, and Mutual Fire, Marine & Inland Insurance Company included coverage for punitive damages.1 During policy year 1977, the period from December 15,1976 to December 15, 1977, Ford had at least three levels of automotive products liability insurance. Ford self-insured for the first $2 million per claim. An umbrella policy issued by Northbrook Insurance Company provided the first layer of excess insurance. Lloyds, Puritan, and Mutual each provided second layer excess insurance policies. These second layer policies, being referred to as “following form policies,” followed the insuring agreements, conditions, and exclusions of the Northbrook policy.2 The Northbrook policy contains Exclusion P.

Except insofar as coverage is available to the Insured under the underlying insurances, set out in the attached schedule, this policy shall not apply.
P. To punitive or exemplary damages awarded against any Insured.

The Northbrook policy provided umbrella coverage for automobile products liability in excess of either the limits of the underlying insurance set out in the accompanying schedule or, in the event no underlying insurance was scheduled, a $1 million per occurrence retained limit. Ford’s $2 million per claims self-insurance for automotive products liability was scheduled in the Northbrook policy. The “World Wide Schedule of Underlying Policies” reads, in part, as follows:

CARRIER, POLICY NUMBER APPLICABLE AND PERIOD TYPE OF POLICY LIMITS
(1) Various Companies Automotive Products $2,000,000 and Self-Insured Liability, Public Combined Liability Single Limit and Property Damage Each Claim (United States)

The parties have stipulated that the North-brook policy covers punitive damage awards unless coverage is excluded by Exclusion P.

In granting Ford’s motion for summary judgment, the district court concluded that the Northbrook policy indisputably provided punitive damage coverage for automotive products liability claims. The district court rejected the insurance companies’ contention that Exclusion P excluded coverage because Ford’s primary protection was provided by self-insurance rather than by an insurance policy. The district court held that the intent of Ford and Northbrook to [832]*832include Ford’s scheduled self-insurance as one of the “underlying insurances” and to provide punitive damage coverage was clear from (1) the written terms of the Northbrook policy and its schedule, (2) the course of conduct of Ford and Northbrook in treating Ford’s self-insurance as one of the “underlying insurances” for purposes of the Northbrook policy’s insuring agreements, (3) the testimony of Richard Foss, Northbrook’s former vice-president and underwriter who countersigned the North-brook policy and was primarily responsible for authoring Exclusion P, that Ford’s scheduled self-insurance was understood to constitute “underlying insurances” in Exclusion P, and (4) the documentation establishing that all parties understood that the Northbrook policy would basically duplicate the coverage of the prior year’s umbrella policy issued by the Home Insurance Company, which admittedly provided punitive damage coverage. Additionally, the district court, finding that Mutual specifically excluded defense costs from its indemnification obligation, rejected Ford’s proposed form of judgment.

On appeal, Lloyds, Puritan, and Mutual argue that the district court erred in failing to recognize that the language of Exclusion P clearly and unambiguously required underlying insurance policy protection, admitting and relying upon the parol testimony of Richard Foss, and ignoring Ford’s acknowledgment that Exclusion P required underlying insurance policy protection. On cross-appeal, Ford argues that its defense costs should be considered in calculating Mutual’s obligation.

“A court’s paramount responsibility is to construe a contract so as to effectuate the intent of the parties, if ascertainable.” William C. Roney & Co. v. Federal Ins. Co., 674 F.2d 587, 590 (6th Cir.1982) (citing Fox v. Detroit Trust Co., 285 Mich. 669, 677, 281 N.W. 399 (1938)). The construction of a written insurance contract is a question of law, and the parties agree that Michigan law governs this diversity case.

An unambiguous contract is to be construed according to the plain meaning of its terms. Roney, 674 F.2d 589. The insurance companies insist that the exclusion is susceptible to only one reasonable interpretation. Pointing to cases holding that self-insurance is not insurance, e.g., United States v. Newton Livestock Auction Market, Inc., 336 F.2d 673 (10th Cir.1964), and that the word “coverage” means “protection by an insurance policy,” e.g., Orr v. Detroit Automobile Inter-Insurance Exchange, 90 Mich. App. 687, 282 N.W.2d 177 (1979), the insurance companies argue that Exclusion P can only mean that punitive damages would be covered by the Northbrook policy only if punitive damages were covered by an underlying policy of insurance. We do not agree.

The language of the Northbrook policy does not, on its face, require underlying insurance policy protection in order for it to cover punitive damages. To the contrary, Exclusion P can reasonably be read as treating Ford’s $2 million per claim self-insurance as “underlying insurances set out in the attached schedule.” First, self-insurance could reasonably be understood to be covered under the expression “underlying insurances.” Second, Ford’s self-insurance was set out in the attached schedule of underlying insurance. Finally, it makes no difference, in light of Exclusion P’s manifest purpose of protecting Northbrook against dropping down into the position of a primary insurer, whether the initial exposure was covered by self-insurance or a conventional policy of insurance, so long as that exposure was covered.

Where the parties’ intentions are subject to more than one logical interpretation, principles of contract construction may be employed to determine the parties' intent. Roney, 674 F.2d at 589. In Michigan, an ambiguous exclusion clause in a policy of insurance must be strictly construed against the insurer. Id. at 590; Francis v. Scheper, 326 Mich. 441, 40 N.W.2d 214 (1949). Moreover, the course of conduct of the parties to an ambiguous contract is entitled to great weight as an aid in determining the intent of the parties. Roney, 647 F.2d at 590; Detroit Greyhound Employees Federal Credit Union v. Aetna Life Ins. Co., 381 Mich. 683, 685-86, 167 [833]*833N.W.2d 274 (1969).

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Ford Motor Company v. Northbrook Insurance Company
838 F.2d 829 (Sixth Circuit, 1988)

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Bluebook (online)
838 F.2d 829, 1988 WL 4008, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ford-motor-co-v-northbrook-insurance-ca6-1988.