Karam v. Travelers Insurance

813 F.2d 751
CourtCourt of Appeals for the Fifth Circuit
DecidedApril 8, 1987
DocketNo. 86-4881
StatusPublished
Cited by1 cases

This text of 813 F.2d 751 (Karam v. Travelers Insurance) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Karam v. Travelers Insurance, 813 F.2d 751 (5th Cir. 1987).

Opinion

POLITZ, Circuit Judge:

The plaintiffs in these consolidated eases appeal the district court’s grant of summary judgment limiting the uninsured motorist liability of Travelers Insurance Company to $5,000 per person and $10,000 per accident. Finding a valid limitation of coverage, we affirm.

Background

On July 4, 1984, Albert Karam was a passenger in a truck owned by Tennessee-Gas Pipeline Company (Tenneco), driven by a Tenneco employee, Frank R. Bailey. An oncoming vehicle crossed the centerline and collided with the Tenneco truck, tragically killing Karam and injuring Bailey. The present consolidated and removed actions involve separate suits against Travelers, as the uninsured motorist (UM) insurer of the Tenneco truck, and against the Karam UM carrier.

Travelers moved for summary judgment limiting its liability to $5,000/$10,000, in accordance with the selection of that limit by James Brewster, Tenneco’s Manager of Casualty Insurance and Claims. The plaintiffs opposed the motions, contending that Brewster did not have the requisite authority to choose anything other than the two-million-dollar liability coverage provided in Travelers’ policy with Tenneco.

The essential facts are not in dispute, only their legal ramifications are debated. These cases are therefore appropriately resolved by resort to Fed.R.Civ.P. 56. The record reflects that starting in 1979 and continuing each year thereafter, Tenneco secured liability and UM insurance coverage on the subject truck. The insurance was purchased by Brewster and, in each year save one,1 Brewster executed the form required by Louisiana law2 to limit the uninsured motorist insurance to $5,000 per person and $10,000 per accident. Under the cited Louisiana statutory provision, absent such a limitation the UM coverage automatically equals the liability limits of the policy. Appellants maintain that Brewster was without authority to choose the lower limits for Tenneco and, therefore, Travelers had a two-million-dollar UM exposure.

Analysis

The core issue is whether Brewster had the requisite authority to select the lower limits of coverage. Once validly selected, the lower limits applied to all renewals of the policy unless the insured chose otherwise.

Apparently it has been assumed that Louisiana law is to be applied to determine whether Brewster had authority to act on behalf of Tenneco, a Delaware corporation. We accept that assumption, observing as set forth infra that there is no significant difference between the controlling rubrics in the civil law and common law jurisdictions.

Whether a person has authority to bind a corporation is essentially an issue of agency. 2 W. Fletcher, Cyclopedia of the Law of Private Corporations § 434 (rev. perm, ed. 1982). Both the Louisiana law of mandate and the common law rules of agency recognize two types of authority: actual and apparent. Actual authority may be express or implied. It is deemed express if granted in either written or oral specific terms. It is considered implied if the authority is inherent in the agent’s position or is a necessary incident of express authority. Apparent authority is an equitable doctrine which provides that one who acquiesces in representation by another is bound by the representative’s acts, despite the absence of actual authorization. As Louisi[753]*753ana’s First Circuit Court of Appeal succinctly opined:

An actual agency is a contract between the principal and agent created either expressly or by implication.
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An agency is created expressly by the oral or written agreements between the parties. It is created by implication when, from the nature of the principal’s business and the position of the agent within that business, the agent is deemed to have permission from the principal to undertake certain acts which are reasonably related to the agent’s position and which are reasonable and necessary concomitants of the agent’s express authorization. Implied authority connotes permission from the principal for the agent to act, though that permission is not expressly set forth orally or in writing. Generally, one should look from the viewpoint of the principal and the agent to determine whether the agent has implied authority.
The concept of apparent authority only comes into play when the agent has acted beyond his actual authority and has no permission whatsoever from his principal to act in such a manner. The principal will be bound for such actions if he has put his agent in such a position or has acted in such a manner as to give an innocent third person the reasonable belief that the agent has authority to act for the principal.

AAA Tire & Export, Inc. v. Big Chief Truck Lines, Inc., 385 So.2d 426, 429 (La.App.1980) (citations omitted). Identical principles apply to corporate agency issues in Delaware, Liberty Mutual Ins. Co. v. Enjay Chemical Co. (now Exxon Corp.), 316 A.2d 219 (Del.Super.Ct.1974), and in other common law jurisdictions. See, e.g., Sturgeon v. State Bank of Fisk, 616 S.W.2d 578 (Mo.App.1981); Hanson Southwest Corp. v. Dal-Mac Const. Co., 554 S.W.2d 712 (Tex.Civ.App.1977); Newberry v. Barth, Inc., 252 N.W.2d 711 (Iowa 1977); Gardner v. Rensmeyer, 221 Kan. 23, 557 P.2d 1258 (1976). See generally 2 W. Fletcher, Cyclopedia of the Law of Private Corporations § 434 et seq. (rev. perm. ed. 1982).

In its common-sense analysis and resolution of this dispute, which we embrace, the district court used the principle of implied authority.

With a Fortune 500 company such as Tenneco, it is necessary that many different and varying functions and duties be delegated to officers and employees of the corporation in order that the operation of the corporation may be conducted in a continuous, systematic and profitable manner. This often involves giving wide latitude and discretion to corporate personnel. To require that a company such as Tenneco draft a corporate resolution authorizing its personnel to make everyday decisions regarding the conduct of the corporation’s affairs would be to place unduly burdensome restrictions on a large corporation____

Despite the absence of a corporate resolution specifically authorizing Brewster, or anyone else, to select limits for uninsured motorist insurance coverage, the record clearly shows that such authority was vested by the corporation, through a chain of command, in Brewster. An affidavit of one of Tenneco’s corporate vice presidents reflects his continual exercise of authority over all insurance matters for Tenneco commencing in 1974, and his authorization of Brewster to manage liability insurance, including the power to select UM coverage on Tenneco vehicles.

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Bluebook (online)
813 F.2d 751, Counsel Stack Legal Research, https://law.counselstack.com/opinion/karam-v-travelers-insurance-ca5-1987.