Judgment rendered May 25, 2022. Application for rehearing may be filed within the delay allowed by Art. 2166, La. C.C.P.
No. 54,465-CA
COURT OF APPEAL SECOND CIRCUIT STATE OF LOUISIANA
*****
KELLEY D. WYATT and Plaintiffs-Appellants JEFFREY L. WYATT, Individually and on Behalf of Their Children, JACOB L. WYATT and MADISON P. WYATT
versus
BRODIE M. LEROY Defendant-Appellee
Appealed from the Twenty-Sixth Judicial District Court for the Parish of Bossier, Louisiana Trial Court No. 151,512
Honorable E. Charles Jacobs, Judge
RYAN E. GATTI Counsel for Appellants
WANEK, KIRSCH, DAVIES, LLC By: Kyle P. Kirsch Emma Madison Barton Sara Madaline Day
PETTIETTE, ARMAND, DUNKELMAN, Counsel for Appellee, WOODLEY, BYRD & CROMWELL, L.L.P. Sentry Insurance By: Donald James Armand, Jr. Company Thomas A. Pressly, IV Marshall Louis Perkins CHAFFE MCCALL, LLP Counsel for Appellee, By: Douglas Lanaux Grundmeyer ACE Property and Peter Joseph Rotolo, III Insurance Company Leah Nunn Engelhardt Charles Donald Marshall, III Thomas Harrison Prince David A. Pote
COOK, YANCEY, KING & GALLOWAY By: Brian Allen Homza
WIENER, WEISS & MADISON, APC Counsel for Appellees, By: Franklin H. Spruiell, Jr. Progressive Paloverde Insurance Company and Brodie M. Leroy
GUGLIELMO, LOPEZ, TUTTLE, Counsel for Appellee, HUNTER & JARRELL, L.L.P. Allmerica Financial By: Gina Marie Bradley Tuttle Benefit Insurance Company
Before STEPHENS, ROBINSON, and HUNTER, JJ. ROBINSON, J.
Kelley D. Wyatt (“Kelley”) and Jeffrey L. Wyatt (“Jeffrey”), husband
and wife, individually and on behalf of their children, Jacob L. Wyatt
(“Jacob”) and Madison Paige Wyatt (“Madison”), collectively referred to as
“the Wyatts,” originally sued Brodie M. Leroy (“Leroy”) and Leroy’s
liability insurer, Progressive Insurance Company (“Progressive”). The
Wyatts later added as Defendants, Sentry Insurance, A Mutual Company
(“Sentry”), the alleged uninsured/underinsured motorist (“UM”) insurer for
the vehicle, and ACE American Insurance Company (“ACE”), the excess
coverage insurer. The Wyatts sought damages for extensive injuries
suffered by Kelley in an automobile collision caused by the undisputed
negligence of Leroy while Kelley was driving a rental vehicle leased by her
employer inVentiv Commercial Services LLC (“inVentiv”).
Both the Wyatts and Sentry moved for summary judgment based on
whether Sentry owed UM coverage to the Wyatts. The trial court denied the
Wyatts’ motion and granted Sentry’s motion, finding there was no genuine
issue of material fact since the insurance policy was clear that the vehicle
driven by Kelley was not covered. The Wyatts appeal that judgment.
For the following reasons, we AFFIRM.
FACTS AND PROCEDURAL HISTORY
Kelley, a Louisiana resident, was involved in a severe automobile
accident on Airline Drive in Bossier City on September 4, 2016, while
driving a rental car provided by her employer, inVentiv, when Leroy
suddenly and unexpectedly crossed the center lane of travel and collided with her head-on. Leroy admitted he was intoxicated and a blood alcohol
test showed blood alcohol content of .09%.
Leroy later pled guilty to first degree-negligent injuring. Leroy’s
liability and the Wyatt’s entitlement to punitive damages is undisputed. The
only insurance available to Leroy at the time of the crash was a Progressive
liability policy, which provided coverage of $15,000 per person/$30,000 per
accident/$30,000 in property damage per accident.
Kelley’s medical records revealed her numerous and significant
injuries, including but not limited to, severe brain injury, multiple fractures,
deep vein thrombosis, sepsis, tracheotomy, and speech and hearing damage.
Kelley’s W-2s showed earnings of approximately $1,960/week.
Expert reports demonstrated lost wages/earning capacity of approximately
$2.2-2.6 million and future medical care costs of approximately $7.4-9.5
million.
At the time of the accident, Kelley was working for inVentiv, a
subsidiary of inVentiv Group Holdings, Inc. and inVentiv Health, Inc. She
was driving an Enterprise rental vehicle, rented and insured by inVentiv,
while she awaited delivery of her leased vehicle from inVentiv. inVentiv
purchased its primary automobile liability policies through Sentry, including
for the policy periods of December 1, 2015, through December 1, 2016.
Sentry issued three commercial auto policies to inVentiv Group Holdings,
Inc, the two at issue being policies 90-15539-10 (“the AOS policy”) and 90-
15539-11 (“the Massachusetts policy”), which covered all inVentiv-
affiliated entities.
2 In granting Sentry’s motion for summary judgment, the trial court
found that the Massachusetts policy “covered the state of Massachusetts”
and only “cover[ed] approximately 50 vehicles principally garaged in that
state,” while the AOS policy covered “all other states” or “AOS”. An
uninsured/underinsured motorist coverage rejection form was executed for
the AOS policy. In sum, the trial court held that there was no UM coverage
for the rental vehicle inVentiv provided to Kelley under either the AOS
policy or the Massachusetts policy.
SUMMARY OF ARGUMENTS
Massachusetts Policy “Exclusion of Certain Vehicles” Provision
The Wyatts assert that the trial court erred by relying on the
“Exclusion of Certain Vehicles” provision of the Massachusetts policy to bar
coverage because Sentry did not meet its burden of proving the applicability
of the exclusion. In their analysis, they cite Huggins v. Gerry Lane Enter.,
Inc., 05-2665 (La. App. 1 Cir. 11/03/06), 950 So. 2d 750, arguing that “an
exclusionary clause in an insurance policy must be strictly construed, and it
should be read as a whole with the other policy provisions.” In addition,
because the ambiguity relates to an exclusionary clause, Louisiana law
requires that the Massachusetts policy be interpreted liberally in favor of
coverage. Borden, Inc. v. Howard Trucking Co., 454 So. 2d 1081, 1090 (La.
1983); Maldonado v. Kiewit Louisiana Co, 13-0756 (La. App. 1 Cir.
3/24/14), 146 So. 3d 210, 218; Shaw v. Fidelity & Cas. Ins. Co., 582 So. 2d
919, 925 (La. App. 2 Cir. 1991). The Wyatts claim that had the trial court
used these principles and strictly construed the exclusion in their favor, it
would have concluded that the Massachusetts policy provided coverage.
3 The Wyatts assert that Sentry provided no evidence to support that the
vehicle was “specifically insured” under the AOS policy so as to meet the
terms of the Massachusetts policy exclusion and preclude coverage. They
claim Sentry cannot establish the vehicle was “specifically insured” by the
AOS policy because: (1) the policy contains no lists/schedules; (2) the
vehicle is a non-owned vehicle; (3) when the exclusion provision is “read in
pari materia with the other provisions of the [Sentry] policy” it is clear the
vehicle Kelley was driving was not “specifically insured”; (4) Sentry failed
to provide any evidence showing the subject vehicle was one of the vehicles
covered by the policy; and (5) a strict construction of the exclusion indicates
“specifically insured” does not mean “actually insured” as Sentry contends.
Further, the Wyatts urge that the trial court erred in not requiring
Sentry to provide evidence of where the rental vehicle at issue was
principally garaged. In order for the Massachusetts policy’s “Exclusion for
Certain Vehicles” to apply in this case, Sentry must establish the vehicle at
issue was “principally garaged” in a state other than Massachusetts.
The Wyatts claim that the trial court erroneously found that, because
Kelley was domiciled in Bossier Parish, “there is no question that the vehicle
was principally garaged in a state other than Massachusetts; Louisiana.”
The Wyatts argue that as a matter of law, this is an incorrect finding because
courts have held that “[W]hile the automobile in question was certainly
located in Louisiana, this is not synonymous with the term ‘principally
garaged.’” Decatur v. US. Fidelity & Guar. Co. 464 So. 2d 854 (La. App. 5
Cir. 1985). They claim that the vehicle driven by Kelley on the date of the
accident was a non-owned, rental vehicle, and thus, by its very nature, not
4 “principally garaged” anywhere. Nevertheless, Sentry failed to introduce
any evidence on the issue.
Sentry claims the term “specifically insured” is not a defined term in
the policies. Thus, the rules of construction require that the term be given its
ordinary meaning – if a vehicle is covered under one of the Sentry policies,
it is not covered under the others. Courts construe parties’ interrelated
contracts together and in a commercially reasonable manner. Finkel v.
Texas-Edwards, Inc., 295 So. 2d 903 (La. App. 2 Cir. 1974).
Sentry argues that the Wyatts’ argument that the vehicle is not
specifically listed in the AOS policy, resulting in the inapplicability of the
Massachusetts policy exclusion, is without merit. It asserts that all auto
insurance policies insure certain vehicles that are not identified by make,
model or VIN, which is essential. Personal auto policies that list specific
vehicles also extend coverage to classes of vehicles that are not specifically
listed: newly acquired autos, temporary substitute autos, trailers, etc. The
majority of commercial auto policies do not use schedules or lists of autos
but use symbols describing different coverage classifications.
In addition, Sentry argues that the record evidence concerning the
location of the Wyatt vehicle before and at the time of the accident
establishes that it was principally garaged in Louisiana. The Wyatts
specifically alleged that the vehicle was provided to Kelley as part of her
compensation, that she used it full time for personal and business reasons,
and that Kelley was domiciled in Bossier Parish. The normal meaning of the
words “principally garaged” means the place where the vehicle is usually
kept. The law is clear in Massachusetts and Louisiana that courts should
5 construe words in an insurance policy in accordance with their commonly
understood meaning. Pink v. Great N. Ins. Co., No. 952085, 1996 WL
1353293 (Mass. Super. Aug. 12, 1996); Hebert v. Bardwell, 2011-1220 (La.
App. 1 Cir. 2/10/12), WL 602128 (unpublished opinion). Louisiana courts
have routinely made rulings that explicitly or implicitly find that cars rented
and used in Louisiana are “principally garaged” in Louisiana. If Louisiana
law were applicable, the result would be that the Wyatt vehicle was
principally garaged in Louisiana.
Application of Louisiana law
The trial court held that the Massachusetts policy “covered the state of
Massachusetts” and only “cover[ed] approximately 50 vehicles principally
garaged in that state. Because UM coverage is required in Massachusetts,
no UM rejection form was executed as to the Massachusetts policy. The
Wyatts argue that the trial court erred in finding that Louisiana law didn’t
apply to coverage under the Massachusetts policy because (1) Louisiana had
the most significant contacts of the parties, witnesses and accident, (2) there
was no finding of significant contacts with Massachusetts, and (3) it failed to
take into consideration Louisiana’s strong public policies of (a) fully
compensating the innocent accident victim, (b) Louisiana governmental
interests in governing awards of victims of accidents occurring on its
highways, and (c) Louisiana residents outweighing another state’s interest.
The Wyatts argue that the facts of this case are analogous to the
circumstances addressed by this Court in Adams v. Thomason, 32-728 (La.
App. 2 Cir. 03/01/00), 753 So. 2d 416, where it was held that Louisiana law
applied, given the following facts:
6 Rodney Grubisic was a resident of Wisconsin, and the State Farm policy on his truck was issued in Wisconsin. However, he was working in Louisiana. The accident occurred in Richland Parish, Louisiana. Furthermore, several Louisiana residents were involved in and affected by the accident; they include Adams, the injured party; Adcock, the driver of the truck pulling the cotton trailer which hit Adams; and Thomason, the owner of the truck Adcock was driving.
The court in Adams concluded that “[I]nasmuch as the plaintiff and
the defendant tortfeasor are Louisiana residents, the accident occurred in
Louisiana, and the defendant whose insurance at issue was working in
Louisiana, we find that Louisiana had compelling interests that superseded
those of Wisconsin and would be adversely affected if Louisiana law were
not applied.” Id. In arriving at this conclusion, the Adams court recognized
“Louisiana has a substantial interest in regulating awards to victims injured
on its highways and in protecting those persons from uninsured and
underinsured motorists. Consequently, [the court found] that Louisiana law
is applicable to the State Farm policy.” Id.
The Wyatts claim that Adams demonstrates Louisiana law should
apply to this case because: (1) Plaintiffs are domiciled in Louisiana; (2) the
employment contract by which Kelley received the Enterprise rental vehicle
she was driving as part of her employment benefits was issued and delivered
in Bossier City, Louisiana; (4) the accident occurred in Louisiana; (5) Leroy
was a resident of Bossier City, Louisiana, at the time of the accident; (6)
inVentiv hired Kelley to perform work on its behalf in Louisiana; (7)
Kelley’s employer knew she would be using the vehicle in Louisiana as it
charged “a personal use deduction of $67.50” from her “biweekly pay”; and
(8) much of Kelley’s medical treatment has been in Louisiana.
7 The Wyatts argue that Sentry failed to provide evidence establishing
any contacts to Massachusetts for Massachusetts law to apply. It merely
cites the provision in the Massachusetts policy that coverage is provided for
51 vehicles principally garaged in Massachusetts. Further, the description of
covered automobiles in said policy refers only to “Any ‘Auto.’”
In addition, the Wyatts argue that the Sentry policy language
contemplated out-of-state law applying given it applied to a fleet of vehicles,
provided nationwide coverage, and had out-of-state coverage extension
provisions. The Wyatts cite several cases in which courts have held that
Louisiana law has applied as to coverage in situations where a policy was
issued in another state, but there were significant contacts in Louisiana.
Dunlap v. Hartford Ins. Co., 907 So. 2d at 126; Boutte v. Fireman's Fund
County Mut. Ins. Co., 06-34 (La. App. 3 Cir. 05/10/06), 930 So. 2d 305;
Hollybrook Cottonseed Processing, LLC v. Carver, Inc., 2011 WL
13162046 (W.D. La. 2011).
In support of its contention that Massachusetts law would apply as to
the Massachusetts policy, Sentry cites Champagne v. Ward, 2003-3211 (La.
1/19/05), 893 So. 2d 773, in which the Supreme Court held that, in deciding
a case involving another state’s insurance contracts, Louisiana courts must
(1) determine whether there is a difference between Louisiana insurance law
and the other state’s insurance law, and (2) if there is a difference, apply the
choice-of-law analysis codified in La. Civ. Code arts. 3515 and 3537. The
law that should be applied is the law of the state whose policies would be
most seriously impaired if its law were not applied. The essence of the
Supreme Court's instruction in Champagne is that Louisiana law should not
8 be used as a weapon to abolish valid insurance contracts between parties of
states who contracted for specific terms required by other states and
expected the other states’ laws to apply to the contracts.
Sentry urges that under the mandatory Champagne analysis,
Massachusetts law must be applied to construe the Massachusetts policy,
and that the cases cited by the Wyatts on this point are distinguishable and
inapplicable. It notes that since Champagne, Louisiana appellate courts and
federal courts in Louisiana have uniformly followed the same equitable rule:
where parties to the insurance contract expected the application of a certain
state’s law, and the policy was drafted to comply with that state’s law, that
state’s law applies.
Sentry also argues that the policies of Massachusetts would be most
seriously impaired if its law were not applied. When the Champagne
rationale is applied here, it is clear that Massachusetts law must be applied to
construe the Massachusetts policy:
• The parties to the contract, inVentiv and Sentry, expected that Massachusetts law would apply to the contract. • The policy was tailored to comply with the specific, complex scheme of Massachusetts insurance law, including mandatory UM coverage not required in Louisiana. • The premium was just over $20,000, calculated to cover the 51 vehicles principally garaged in Massachusetts. The AOS policy that covered the Wyatt vehicle, on the other hand, covered 3,455 vehicles and had a premium endorsement over $1.2 million. • Applying the Louisiana UM statute to this policy would abrogate this valid Massachusetts contract in direct contradiction to the cases discussed above. The interest of Massachusetts in proper, uniform application of its insurance contracts, including this policy, outweighs the interest of Louisiana.
Sentry urges that the Wyatts’ theory could abrogate all coverage to all
inVentiv vehicles in 50 states. The argument that the Massachusetts policy
should be rewritten to comply with Louisiana law could be made by any
9 person involved in an accident covered by the AOS policy, in approximately
3,500 vehicles across 49 states. The reverse is also true - parties involved in
accidents covered by the Massachusetts policy could make the same
argument against the AOS policy. If the Wyatts’ theory was accepted, any
person in any state could claim coverage under any policy by mixing and
matching coverage for one state against the laws of another. The result
would be chaos because coverage under all policies could be abrogated if
each state's provisions did not comply with the law of every other state.
Validity of Louisiana UM Waiver
The Wyatts claim there is an issue of material fact as to whether the
individual who signed the UM rejection form for the AOS policy had the
authority to sign on behalf of the named insured, and that authority from the
parent company, inVentiv Group Holdings, Inc., was required to validly
execute the UM waiver.
They argue that the Louisiana Supreme Court specifically noted it is a
question of fact as to whether a non-employee and non-officer of a company
could be determined to be the legal representative of the company for which
he executed UM rejection forms where no formal authority was given to
him. Futch v. Comm. Union Ins. Co., 625 So. 2d 1019 (La. 1993).
The UM rejection form was signed by Deborah Harder (“Harder”),
who the Wyatts argue was neither employed by inVentiv Group Holdings,
Inc., nor specifically authorized to act on its behalf. Harder was an
employee of inVentiv Health, Inc., a separate and distinct subsidiary. The
Wyatts claim that Harder testified she was never given authority by inVentiv
Group Holdings, Inc. to sign the UM rejection form and admitted she never
10 asked for authority to sign the UM rejection on behalf of the named insured.
They further claim that inVentiv's corporate representative testified that the
only way Harder had authority to execute the rejection forms was through
the job description document, which she conceded was an inVentiv Health
document, not an inVentiv Group Holdings document.
Sentry notes that UM coverage is mandatory on automobile liability
policies issued in Louisiana, of at least the bodily injury liability limits,
unless UM coverage is validly rejected by the insured. La. R.S.
22:1295(1)(a)(i). A properly completed and signed rejection form creates a
rebuttable presumption that the insured knowingly rejected UM coverage.
La. R.S. 22:1295(1)(a)(ii). A rejection must be made on a form prescribed
by the commissioner of insurance.
Sentry argues that the Louisiana Supreme Court and many appellate
courts have applied the UM statute, as well as the Commissioner's bulletins
and forms, to establish clear rules for insureds to validly waive UM. In
Duncan v. USAA, 06-363 (La. 11/29/06), 950 So. 2d 544, the Supreme Court
established the steps required for a valid UM rejection, using the
Commissioner’s form in effect at that time. The Wyatts have not contested
that the rejection form satisfies the Duncan requirements.
The fact that the AOS policy provided liability coverage for the Wyatt
vehicle is undisputed. Sentry claims that the Wyatts appear to contradict this
position by arguing that Sentry did not provide any evidence that the vehicle
was “specifically insured” under the AOS policy, “as there was no evidence
to support this position.” It is also undisputed that the AOS policy includes
no terms providing Louisiana UM coverage. The policy contains a
11 Louisiana UM rejection form that complies with all the Louisiana law
requirements for a valid waiver.
Sentry claims that Harder had the authority to waive UM for all
inVentiv entities. The Louisiana UM rejection form was executed by
Harder, inVentiv's Vice President of Risk Management, on November 30,
2015, the day before the policy went into effect. All inVentiv entities,
including inVentiv Group Holdings, Inc., had a single Risk Management
Department. Harder was the Vice President of that department, and, in that
capacity, she was the person authorized to waive UM for all inVentiv
entities, including Kelley’s direct employer, inVentiv Commercial Services
LLC. As inVentiv's authorized representative, Harder signed the rejection
form for all insureds. UM waivers executed by authorized corporate
representatives are effective to waive UM coverage for all insureds on the
policy. E.g., Duke v. Evans, 47,383 (La. App. 2 Cir. 8/8/12), 104 So. 3d 464,
467. A specific resolution authorizing the execution of the waiver by the
representative is not required for the waiver to be valid. See, e.g., Gunter v.
State Farm Mut. Auto. Ins. Co., 2012-0562 (La. 5/4/12), 88 So.3d 444.
Bad Faith
The Wyatts claim that Sentry acted in bad faith when Sentry’s
coverage denial was based on a misinterpretation of its policy. They argue
this Court and the Louisiana Supreme Court have held an insurer must take
the risk of misinterpreting its policy provisions – if it errs in interpreting its
own insurance contract, such error will not be considered as reasonable
ground for delaying payment of benefits, and it will not relieve an insurer of
payment of penalties and attorney’s fees.
12 Sentry urges that it is beyond question that Sentry's defenses in this
case are reasonable and maintained in good faith - Louisiana UM was
validly rejected on the policy that insured the vehicle and the Massachusetts
policy unambiguously excludes coverage on that vehicle. They assert that
the Wyatts’ claim for penalties and attorney fees is meritless.
Intent of the Parties
Sentry urges that inVentiv bought a policy specific to Massachusetts
to comply with that state's complex, mandatory insurance laws and to ensure
that its vehicles garaged in that state had valid coverage. The Massachusetts
policy contains all terms needed to comply with Massachusetts law and no
terms required under the laws of any other states. The policy provides UM
coverage because it is mandatory in Massachusetts, and no UM waivers
were executed for Louisiana or any other state where UM could be waived.
Sentry argues that, since the decision in Champagne, the Louisiana
Supreme Court, this Court, and all Louisiana courts have refused to use
Louisiana law to force parties from other states to provide insurance
coverage where none was ever intended and never existed. Sentry claims
the trial court was correct in its ruling not to impose Louisiana UM rejection
requirements, which would result in forcing Sentry and inVentiv to provide
retroactive coverage that was never requested, paid for, or ever existed.
DISCUSSION
Summary judgments are reviewed on appeal de novo, with the
appellate court using the same criteria that govern the trial court’s
determination of whether summary judgment is appropriate, i.e., whether
there is any genuine issue of material fact, and whether the movant is
13 entitled to judgment as a matter of law. Samaha v. Rau, 07-1726 (La.
2/26/08), 977 So. 2d 880; Henderson v. State Farm Fire & Cas. Ins. Co., 10-
0036 (La. App. 1 Cir. 7/16/10), 42 So. 3d 1140, citing Smith v. Our Lady of
the Lake Hospital, Inc., 93-2512 (La. 7/5/94), 639 So. 2d 730. A motion for
summary judgment shall be granted if the motion, memorandum, and
supporting documents show that there is no genuine issue as to material fact
and that the mover is entitled to judgment as a matter of law. La. C.C.P. art.
966(A)(3).
La. C.C.P. art. 966 (D)(1) further provides as follows:
The burden of proof rests with the mover. Nevertheless, if the mover will not bear the burden of proof at trial on the issue that is before the court on the motion for summary judgment, the mover’s burden on the motion does not require him to negate all essential elements of the adverse party’s claim, action, or defense, but rather to point out to the court the absence of factual support for one or more elements essential to the adverse party’s claim, action, or defense. The burden is on the adverse party to produce factual support sufficient to establish the existence of a genuine issue of material fact or that the mover is not entitled to judgment as a matter of law.
Both the Wyatts and Sentry moved for summary judgment based on
whether Sentry owed UM coverage to the Wyatts. The trial court denied the
Wyatts’ motion and granted Sentry’s motion, finding there was no genuine
issue of material fact since the AOS policy was clear that the vehicle driven
by Kelley was not covered. Upon review of both motions, and the
memoranda and supporting documents for each, we agree with the trial
court’s denial of the Wyatts’ motion and granting of Sentry’s motion.
This Court agrees with Sentry’s logic as to the intent of the parties to
the insurance contracts, Sentry and inVentiv. The court is to interpret the
parties’ intent in forming the contract. Henderson, supra, citing Huggins v.
14 Gerry Lane Enterprises, Inc., 06-2816 (La. 5/22/07), 957 So. 2d 127. In
ascertaining the common intent of the insured and insurer, courts begin their
analysis with a review of the words in the insurance contract. Henderson,
id. Words in an insurance contract must be ascribed their generally
prevailing meaning, unless the words have acquired a technical meaning, in
which case the words must be ascribed their technical meaning. Id.
Moreover, an insurance contract is construed as a whole and each provision
in the contract must be interpreted in light of the other provisions. Id. One
provision of the contract should not be construed separately at the expense
of disregarding other provisions. Id. When the words of an insurance
contract are clear and explicit and lead to no absurd consequences, courts
must enforce the contract as written. Id.
Not only must each provision in a contract be interpreted in light of
the other provisions so that each is given the meaning suggested by the
contract as a whole, but a doubtful provision must be interpreted in light of
the nature of the contract, equity, usages, the conduct of the parties before
and after the formation of the contract, and of other contracts of a like nature
between the same parties. La. C.C. art. 2050; La. C.C. art. 2053. Sentry
cites the decision in Finkel, supra, in which this Court reviewed multiple
contracts together to determine the parties’ intent. This case is comparable
to Finkel, and it is further supported by the Fifth Circuit’s decision in Niven
v. Boston Old Colony Insurance Company, 94-348 (La. App. 5 Cir.
11/16/94), 646 So. 2d 1108, in which the court found that the wording of
two policies was clear and expressed the parties’ intent that one of the two
policies provided coverage.
15 There is much discussion by both the Wyatts and inVentiv regarding
the interpretation of the Massachusetts policy and whether it provides
coverage for Kelley’s vehicle, including whether the Massachusetts policy
exclusion does or does not apply based on the meaning of that provision’s
language, and whether Louisiana or Massachusetts law applies to the
Massachusetts policy based on a conflict of laws determination. This Court
believes that any detailed analysis of the terms of the Massachusetts policy,
or a conflict of laws determination, is unnecessary and irrelevant.
It appears to be undisputed by the Wyatts and inVentiv, and we agree,
that it is clear and unambiguous from the language of the policy that the
parties to the insurance contracts, Sentry and inVentiv, intended for only the
AOS policy to provide liability coverage on Kelley’s vehicle. We determine
that the intent of the parties is clear and unambiguous from the execution of
the group of the three insurance contracts, that the AOS policy was to
provide liability coverage for vehicles principally garaged in Louisiana, or
for accidents occurring in Louisiana such that Louisiana laws apply.
The AOS policy is almost 500 pages and includes multiple
endorsements for different states to address each state’s specific laws and
requirements. It includes an endorsement specifically applicable to
Louisiana that refers to coverage for vehicles “licensed or principally
garaged in … Louisiana.” Under the description of which automobiles are
covered, the AOS policy refers to the symbol “1” for “Any ‘Auto’”, but with
the supplement schedule that specifically refers to the rejection of UM
coverage in Louisiana. In addition, the exclusion in the AOS policy was
clearly not met because there is no evidence that Kelley’s vehicle was
16 principally garaged in Massachusetts or that the vehicle was specifically
insured by the Massachusetts policy.
Further, when looking to the AOS policy executed in conjunction with
the Massachusetts policy, the Massachusetts policy only contains 86 pages,
refers only to Massachusetts law and no other states, and the symbol in the
Massachusetts policy indicating which automobiles are covered is “6” for
“Owned ‘Autos’ Subject To A Compulsory Uninsured Motorists Law.”
These characteristics clearly indicate the intent of Sentry and inVentiv that
the Massachusetts policy provide coverage for vehicles “principally
garaged” in Massachusetts and the AOS policy provide coverage for
vehicles “principally garaged” in every other state, according to the general
meaning of that term since it is not specifically defined in the policy. Kelley
was a Louisiana resident, the rental vehicle was regularly kept in Louisiana,
and the accident occurred in Louisiana. The Wyatts refer to these facts in
support of their argument that Louisiana law apply. We believe that these
same facts are supportive of Sentry’s and inVentiv’s intent that the AOS
policy applies as to coverage of the vehicle.
We also conclude that Harder had the requisite authority to execute
the Louisiana UM waiver form. We agree with Sentry that no corporate
resolution is required for a representative to make a binding agreement on
behalf of a company. Neither Sentry nor inVentiv, the actual parties to the
contract, contest whether Harder had authority to execute the waiver.
Further, the AOS policy refers to the risk management department as having
the authority to make changes to the policy. As “Risk Manager” for all
inVentiv entities, it is more than reasonable that she has authority to execute
17 any forms in connection with policy changes on behalf of the risk
management department.
Qualification for UM coverage in Louisiana attaches to the person of
the insured and only requires that an insured person be injured by an
uninsured/underinsured motorist. Henderson, supra. The test to determine
whether a person qualifies for UM coverage under a liability insurance
policy is to ask whether they would be covered if they were at fault for the
accident. Id. There is no doubt that Kelley would be covered under the
AOS policy in the event she is at fault. The AOS policy is clear that it
applies to Louisiana vehicles principally garaged in Louisiana. There is also
no evidence whatsoever that the exclusionary provision in the AOS policy
(essentially a mirror image of that in the Massachusetts policy) applies in
this situation, as there is no evidence the vehicle is “principally garaged in
Massachusetts” or that it is “specifically insured” under the Massachusetts
policy. Therefore, the only UM coverage afforded to Kelley would be under
the AOS Louisiana policy. However, inVentiv chose to waive that coverage.
CONCLUSION
For the foregoing reasons, this Court determines that there is no
genuine issue of material fact as to the issue of coverage. It is clear from
both the AOS and Massachusetts policies that the parties to the contracts,
Sentry and inVentiv, intended that any coverage for Kelley’s vehicle was
through the AOS policy, to the exclusion of the Massachusetts policy. The
AOS policy governed any corresponding UM coverage and waiver thereof
as to Kelley’s vehicle, resulting in such that there was no UM coverage. At
the Wyatts’ costs, the judgment granting Sentry’s motion for summary
18 judgment and denial of the Wyatts’ motion for summary judgment is hereby
affirmed.