Hercon Construction, Inc. v. Arrowhead Systems, Inc.

CourtCourt of Appeals of Kentucky
DecidedMarch 21, 2025
Docket2023-CA-1249
StatusUnpublished

This text of Hercon Construction, Inc. v. Arrowhead Systems, Inc. (Hercon Construction, Inc. v. Arrowhead Systems, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hercon Construction, Inc. v. Arrowhead Systems, Inc., (Ky. Ct. App. 2025).

Opinion

RENDERED: MARCH 21, 2025; 10:00 A.M. NOT TO BE PUBLISHED

Commonwealth of Kentucky Court of Appeals NO. 2023-CA-1249-MR

HERCON CONSTRUCTION, INC. APPELLANT

APPEAL FROM SCOTT CIRCUIT COURT v. HONORABLE KATHRYN H. GABHART, JUDGE ACTION NO. 17-CI-00730

ARROWHEAD SYSTEMS, L.L.C. (F/K/A ARROWHEAD SYSTEMS, INC.); D&S CONSTRUCTION OF SCOTT COUNTY, L.L.C.; DAVID CANNON; PENNSYLVANIA NATIONAL MUTUAL INSURANCE COMPANY; QUALITY SYSTEMS, INC.; THOMAS YOUNG; AND ZURICH AMERICAN INSURANCE CO. APPELLEES

AND

NO. 2023-CA-1286-MR

ARROWHEAD SYSTEMS, L.L.C. (F/K/A ARROWHEAD SYSTEMS, INC.) AND THOMAS YOUNG CROSS-APPELLANTS CROSS-APPEAL FROM SCOTT CIRCUIT COURT v. HONORABLE KATHRYN H. GABHART, JUDGE ACTION NO. 17-CI-00730

HERCON CONSTRUCTION, INC.; D&S CONSTRUCTION OF SCOTT COUNTY, L.L.C.; DAVID CANNON; PENNSYLVANIA NATIONAL MUTUAL INSURANCE COMPANY; QUALITY SYSTEMS, INC.; AND ZURICH AMERICAN INSURANCE CO. CROSS-APPELLEES

NO. 2023-CA-1290-MR

APPEAL FROM SCOTT CIRCUIT COURT v. HONORABLE KATHRYN H. GABHART, JUDGE ACTION NO. 10-CI-01245

ARROWHEAD SYSTEMS, INC.; D&S CONSTRUCTION OF SCOTT COUNTY, L.L.C.; DAVID CANNON; PENNSYLVANIA NATIONAL MUTUAL INSURANCE COMPANY; QUALITY SYSTEMS, INC.; THOMAS YOUNG; AND ZURICH AMERICAN INSURANCE CO. APPELLEES

-2- NO. 2023-CA-1503-MR

ARROWHEAD SYSTEMS, L.L.C. (F/K/A ARROWHEAD SYSTEMS, INC.) AND THOMAS YOUNG APPELLANTS

APPEAL FROM SCOTT CIRCUIT COURT v. HONORABLE KATHRYN H. GABHART, JUDGE ACTION NO. 10-CI-01245

HERCON CONSTRUCTION, INC.; D&S CONSTRUCTION OF SCOTT COUNTY, LLC; DAVID CANNON; PENNSYLVANIA NATIONAL MUTUAL INSURANCE COMPANY; QUALITY SYSTEMS, INC.; AND ZURICH AMERICAN INSURANCE CO. APPELLEES

OPINION AFFIRMING

** ** ** ** **

BEFORE: THOMPSON, CHIEF JUDGE; ECKERLE AND A. JONES, JUDGES.

ECKERLE, JUDGE: This case involves consolidated appeals from summary and

declaratory judgments of the Scott Circuit Court holding that two insurers have no

obligation to insure or indemnify insureds from claims of breach of contract,

-3- negligence, defective workmanship, or fraud. For the foregoing reasons, we

affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Underlying Facts

While the procedural history of this case is complicated, the factual

underpinnings are straightforward. Thomas Young purchased a large residence in

Scott County, Kentucky (the “Residence”). Almost 20 years ago, in 2006, Young

and his company, Arrowhead Systems, Inc., now known as Arrowhead Systems,

LLC [sic], (collectively referred to as “Young”), purchased PermaCrete from

Quality Systems Inc. (“QSI”), a Tennessee corporation that is now out of business.

Young alleges that QSI marketed PermaCrete as a stucco-like material, suitable for

finishing the Residence’s exterior. Young further claims that QSI represented that

it would arrange for its preferred “dealer,” Hercon Constructions Inc. (“Hercon”),

also a Tennessee company, to apply PermaCrete. Young avers that QSI

represented that it would supervise Hercon’s work. Young now believes that QSI

constituted a pyramid scheme.

Young directly contracted with Hercon to apply PermaCrete to the

Residence. Hercon’s work commenced in October of 2006. Hercon initially

installed concrete sheeting, but delayed application of PermaCrete until the Spring

of 2007. Hercon’s application of PermaCrete consisted of spraying the material on

-4- the structure’s brick veneer. Young claims that Hercon failed to protect areas of

the structure from the PermaCrete application, including doors, windows, soffits,

limestone columns, balustrades, trim, gutters, copper downspouts, weepholes, and

interior flooring. Due to the PermaCrete bonding agent, the material allegedly and

irreparably damaged those portions of the structure. Young further asserts that

Hercon misapplied PermaCrete by both over and under spraying areas of the

Residence. As a result, in the Summer of 2007, Young terminated Hercon.

Upon request, QSI then directed Young to a different PermaCrete

“dealer,” D&S Construction of Scott County, L.L.C. (“D&S”). As with Hercon,

Young contracted directly with D&S to complete application of PermaCrete to the

Residence. Young alleges that QSI agreed to supervise D&S’s work, as it had

done with Hercon. And as with Hercon, Young found D&S’s application of the

PermaCrete to be unsatisfactory and terminated the contract. Young also alleges

that QSI grossly underestimated the amount of PermaCrete necessary for proper

application, resulting in Young making additional purchases.

B. Young’s Lawsuit against QSI, Hercon, and D&S

On December 29, 2010, four years after Young first purchased

PermaCrete from QSI, Young filed suit in Scott Circuit Court against QSI, Hercon,

-5- and D&S, Case No. 10-CI-00245 (the “Underlying Action”).1 Young’s Complaint

asserted numerous causes of action, based in contract and tort. Four years after

that, on January 10, 2015, Young filed an Amended Complaint to assert additional

counts. As for QSI, Young alleged breach of warranty, breach of contract,

fraudulent inducement, fraudulent misrepresentations and omissions, negligent

misrepresentations, violations of Kentucky Consumer Protection Act, and

negligent supervision of Hercon and D&S. As to Hercon, Young alleged breach of

contract, breach fraudulent misrepresentations and omissions, and gross

negligence. Regarding D&S, Young alleged breach of contract. In addition to the

facts detailed above, Young included factual allegations that QSI and Hercon made

misrepresentations regarding the depth of Hercon’s training, experience, and

ability to apply PermaCrete properly.

During all relevant times, QSI maintained through Pennsylvania

National Mutual Insurance Company (“Penn National”) a commercial general

liability (“CGL”) policy of insurance (hereinafter referred to as the “Penn National

Policy”). QSI also purchased a commercial umbrella policy, which for purposes of

1 Four judges have presided over this lengthy dispute. Judge Paul Isaacs originally presided over the action. Upon his retirement, Judge Brian Privett presided over the case. However, Judge Privett subsequently resigned, and Judge Robert McGinnis served as special judge. Finally, Judge Kathryn Gabhart presided over the matter.

-6- our discussion simply supplemented the coverage limits of the CGL policy. Penn

National agreed to provide QSI with a defense under a reservation of rights.

Hercon was insured through a CGL policy of insurance issued by

Maryland Casualty Company (“MCC”). In 2011, upon notice of Young’s initial

Complaint, MCC supplied Hercon with a coverage denial determination, finding

that it owed neither a duty to defend nor to indemnify Hercon for the alleged

damage. MCC explained that Young’s allegations did not fall within the definition

of a covered “occurrence” under the subject policy; and, even if coverage was

triggered, exclusions precluded coverage. Consequently, Hercon retained defense

counsel at its own cost. Zurich American Insurance Company (“Zurich”) acquired

MCC, thereby assuming any obligations of the subject policy (hereinafter referred

to as the “Zurich Policy”). Zurich continued to deny any such obligation and to

decline a duty to defend Hercon in the Underlying Action. Yet it is directly

involved in the subsequent proceedings discussed below where it also argues

against coverage.

C.

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