Meliha Jusupovic, Et Ano, V .integon Preferred Insurance

• Court: Court of Appeals of Washington
• Decided: May 18, 2026
• Docket: 87990-1
• Status: Unpublished

Opinion

IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

MELIHA JUSUPOVIĆ, an individual, No. 87990-1-I Plaintiff, DIVISION ONE v. UNPUBLISHED OPINION INTEGON PREFERRED INSURANCE COMPANY, a foreign corporation doing business in Washington State as NATIONAL GENERAL INSURANCE,

Appellant,

NATIONWIDE APPRAISALS, LLC, a foreign corporation doing business in Washington State,

Respondent,

RONALD SHUGAR, individually and as the owner and operator of LIGHTHOUSE ESTIMATES, an unlicensed and unauthorized insurance adjustment business in Washington State,

Defendants.

BIRK, J. — Integon Preferred Insurance Company appeals the superior

court’s grant of partial summary judgment for Nationwide Appraisals LLC,

dismissing Integon’s breach of contract and indemnification claims against

Nationwide. Integon argues the court erred in concluding there was no genuine

issue of material fact the parties did not intend to indemnify Integon as a subsidiary No. 87990-1-I/2

of the parent company that entered into a client services agreement (CSA) with

Nationwide. We affirm.

I

A

In July 2016, Meliha Jusupović was rear-ended by an uninsured driver at a

stop light. At the time of the collision, she had auto insurance with Integon, 1 an

underwriting company subsidiary of National General Management Company

(NGMC). After the collision, her vehicle was transported to an auto repair center.

Jusupović brought breach of contract, bad faith, Insurance Fair Conduct Act

(IFCA), RCW 48.30.015(1), Consumer Protection Act (CPA), ch. 19.86 RCW, and

negligence claims against Integon, NGMC, Nationwide, and Ronald Shugar as

owner and operator of Lighthouse Estimates (collectively Lighthouse). She alleged

Integon hired an unlicensed appraiser, Lighthouse, to appraise the value of her

damaged vehicle. This estimate allegedly valued the cost of repairs at less than

the value of the vehicle. According to Jusupović, Integon hired a new appraiser

two months later whose estimate was more than the total worth of her car, which

allowed the vehicle to be totaled. She alleged that Integon failed to pay for her

loss of the vehicle and for storage fees at the auto center where she stored her

damaged vehicle.

1 Jusupović’s insurance policy includes National General Insurance in the

letter head and Integon as the policy underwriter. In letters from a claims representative to Jusupović, the claims representative’s signature identifies Integon and includes National General Insurance in the letterhead. A copy of a policy document shows National General Auto, Home and Health insurance with Integon listed beneath.

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B

Integon cross claimed against Nationwide for indemnification and breach of

contract. Integon had asked Nationwide to perform an appraisal on Jusupović’s

car, and Nationwide then asked Lighthouse to perform the appraisal. 2 Integon

asserted it was entitled to indemnification from Nationwide because NGMC’s CSA

with Nationwide had an indemnification clause and because Integon is a wholly

owned subsidiary of NGMC, which the CSA refers to as the “Client.”

In the CSA, Nationwide agreed to provide appraisal services to NGMC for

its claims exposures. The CSA states the agreement was made “between

Nationwide and [NGMC] (‘Client’).” It contains an indemnity provision, stating that

[i]n the event that Client, its officers, directors, or employees, are made parties to any claims, judicial or administrative proceedings arising out of or resulting from allegations of bad faith, unfair claims practices, breach of fiduciary duty or other grossly negligent or negligent acts or omissions of Nationwide, its officers, employees, agents or subcontractors, Nationwide shall indemnify and hold Client harmless from any and all judgments, settlements, expenses and costs, including reasonable counsel fees, costs and expenses which Client may incur or pay in connection therewith.

The CSA also includes an assignment provision, stating, “Neither Party may assign

its rights or obligations under this Service Agreement without the prior written

consent of the other Party.”

2 The record contains a document indicating Lighthouse appraised Jusupović’s car for Integon and features Nationwide Insurance in the letterhead.

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C

Integon moved for partial summary judgment on its cross claims against

Nationwide. Integon argued that Washington law on indemnity contracts requires

Nationwide to indemnify Integon as it was the “Client.”

Nationwide responded that the CSA as a whole shows neither party

intended Integon to be an indemnitee and that any ambiguities regarding the

definition of “Client”—which Nationwide argued included only NGMC—should be

construed against the drafter, NGMC. Nationwide also moved for partial summary

judgment on the indemnity clause. The court denied Integon’s motion for partial

summary judgment and denied Nationwide’s motion for partial summary judgment

on indemnification.

Both Nationwide and Integon moved for reconsideration. Nationwide

argued the superior court erred in denying summary judgment for Nationwide

because interpretation of the term “Client” is a matter of law, not fact, and the

extrinsic evidence Integon sought to introduce was inconsistent with the terms of

the agreement in the event the agreement was not fully integrated. Integon argued

extrinsic evidence produced by Nationwide during discovery since the denial of

Integon’s motion for summary judgment established a course of conduct

supporting Nationwide’s intent to work for both NGMC and Integon as clients.

Integon attached to its motion for reconsideration two separate claims documents

where National General Insurance was identified as the company and Integon was

identified as the insurance underwriter. It also attached a “Transaction List by

Customer” spreadsheet and a spreadsheet of vehicle damage appraisals that

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includes National General Insurance in the spreadsheet, both produced by

Nationwide. The court denied Integon’s motion for reconsideration, and granted

Nationwide’s motion for reconsideration, dismissing with prejudice Integon’s

breach of contract and indemnification claims.

Integon appeals.3

II

Integon argues the superior court improperly denied reconsideration and

granted summary judgment for Nationwide on the issue of indemnity because

extrinsic evidence presents a genuine question of material fact whether the parties

mutually intended all of the CSA’s provisions to apply to NGMC’s subsidiaries. We

disagree.

We review summary judgment de novo. Ranger Ins. Co. v. Pierce County,

164 Wn.2d 545, 552, 192 P.3d 886 (2008). “We engage in the same inquiry as

the trial court.” Haley v. Amazon.com Servs., LLC, 25 Wn. App. 2d 207, 216, 522

P.3d 80 (2022). Summary judgment is appropriate when “the pleadings,

depositions, answers to interrogatories, and admissions on file, together with the

affidavits, if any, show that there is no genuine issue as to any material fact and

that the moving party is entitled to judgment as a matter of law.” CR 56(c); see

also Ranger Ins. Co., 164 Wn.2d at 552. “ ‘A ‘material fact’ is a fact upon which

3 The order denying Integon reconsideration became a final judgment under

RAP 2.2(a)(1) because all claims had been resolved. Jusupović settled all claims with Integon on March 4, 2025. Jusupović’s claims against Nationwide were dismissed. All parties stipulated Lighthouse would remain a named defendant but no party would seek recovery and any judgment entered against Lighthouse would be vacated.

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the outcome of the litigation depends, in whole or in part.” Haley, 25 Wn. App. 2d

at 216 (quoting Morris v. McNicol, 83 Wn.2d 491, 494, 519 P.2d 7 (1974)).

A reviewing court “ ‘may not weigh the evidence, assess credibility, consider

the likelihood that the evidence will prove true, or otherwise resolve issues of

material fact.’ ” TracFone, Inc. v. City of Renton, 30 Wn. App. 2d 870, 876, 547

P.3d 902 (quoting Haley, 25 Wn. App. 2d at 217), review denied, 3 Wn.2d 1030,

559 P.3d 494 (2024). “ ‘The moving party bears the burden of showing that there

is no genuine issue of material fact.’ ” Blue Ribbons Farms Prop. Owners’ Ass’n

v. Mason, 31 Wn. App. 2d 1, 15, 547 P.3d 927 (2024) (quoting Walston v. Boeing

Co., 181 Wn.2d 391, 395-96, 334 P.3d 519 (2014), overruled by Cockrum v. C.H.

Murphy/Clark-Ullman, Inc., 4 Wn.3d 873, 877, 569 P.3d 287 (2025)). “ ‘If this

burden is satisfied, the nonmoving party must present evidence demonstrating

material fact. ” Id. (quoting Walston, 181 Wn.3d 395-96). A summary judgment

opponent “ ‘must do more than simply show that there is some metaphysical doubt

as to the material facts.’ ” Gingrich v. Unigard Sec. Ins. Co, 57 Wn. App. 424, 430,

788 P.2d 1096 (1990) (quoting Matsushita Elec. Indus. Co. v. Zenith Radio Corp.,

475 U.S. 574, 586, 106 S. Ct. 1348, 89 L. Ed. 2d 538 (1986)). We view all facts

and reasonable inferences in the light most favorable to the nonmoving party.

Elcon Constr., Inc. v. E. Wash. Univ., 174 Wn.2d 157, 164, 273 P.3d 965 (2012).

“ ‘[I]f reasonable minds can reach but one conclusion’ on an issue of fact, it may

be determined on summary judgment.” M. A. Mortenson Co., Inc. v. Timberline

Software Corp., 140 Wn.2d 568, 579, 998 P.2d 305 (2000) (alteration in original)

(quoting Allen v. State, 118 Wn.2d 753, 760, 826 P.2d 200 (1992)).

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In reviewing motions for reconsideration, we do not reverse a trial court’s

ruling absent a showing of manifest abuse of discretion. Wilcox v. Lexington Eye

Inst., 130 Wn. App. 234, 241, 122 P.3d 729 (2005). “A trial court abuses discretion

when its decision is based on untenable grounds or reasons.” Id.

Washington follows the objective manifestation theory of contracts. Hearst

Commc’ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 503, 115 P.3d 262 (2005).

“Under this approach, we attempt to determine the parties’ intent by focusing on

the objective manifestations of the agreement, rather than the unexpressed

subjective intent of the parties.” Id. “We generally give words in a contract their

ordinary, usual, and popular meaning unless the entirety of the agreement clearly

demonstrates a contrary intent.” Id. at 504.

“If relevant for determining mutual intent, extrinsic evidence may include (1)

the subject matter and objective of the contract, (2) all the circumstances

surrounding the making of the contract, (3) the subsequent acts and conduct of the

parties, and (4) the reasonableness of respective interpretations urged by the

parties.” Id. at 502. Extrinsic evidence is permissible to understanding parties’

intent with respect to specific words or terms and may not be used to vary,

contradict, or modify the written word. Id. at 503. However, “the subjective intent

of the parties is generally irrelevant if the intent can be determined from the actual

words used.” Id. at 503-04.

Viewing all inferences in favor of Integon, the nonmoving party, the CSA’s

plain language and extrinsic evidence do not create a genuine question of material

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fact the parties intended the CSA’s indemnity provision to apply other than to

NGMC.4

The plain language of the contract does not indicate the parties intended to

indemnify Integon as a “Client.” In the indemnity provision, the parties defined

“Client” as NGMC, its officers, directors, or employees. The introductory

paragraph defines “Client” as NGMC. The stated intent of NGMC entering into the

contract was for Nationwide to provide services to NGMC because of its

exposures, not the exposures of its subsidiaries. Where the parties did not define

“Client” as subsidiaries in the indemnity provision or introductory paragraph nor

indicate the purpose was to seek appraisals for the exposures of NGMC’s

subsidiaries, the plain language does not support a reading the parties intended to

indemnify NGMC subsidiaries.

Neither does the industry custom nor the course of conduct support a

reading that the parties intended the indemnity provisions to apply to Integon.

Meghan Jauhar’s declaration identifies NGMC as the administrative facilitator for

the subsidiary companies that underwrote the risk. Her declaration states NGMC

enters into contracts with third-party providers, seeking services for its subsidiary

companies. While this declaration supports a theory the parties intended

Nationwide to provide services to NGMC subsidiary underwriting insurers, it does

4 Nationwide argues Integon failed to present any evidence in support of its

arguments for its summary judgment motion. We accept review of Integon’s evidence submitted with its motion for reconsideration because “[i]n the context of a summary judgment, unlike trial, there is no prejudice to any findings if additional facts are considered.” Meridian Mins. Co. v. King County, 61 Wn. App. 195, 203, 810 P.2d 31 (1991) (discussing review of additional facts presented on a CR 59(a)(7) motion for reconsideration because of insufficiency of the evidence).

8 No. 87990-1-I/9

not raise an inference consistent with the plain language of the CSA that

Nationwide and NGMC intended NGMC’s subsidiaries to be indemnified.

The course of conduct between the two entities similarly does not raise an

inference that the parties intended Nationwide to indemnify NGMC’s subsidiaries.

Beyond the present claim in which it appears that Nationwide provided appraisal

services to a risk underwritten by Integon pursuant to its contract with NGMC,

Integon points to two more claims for which it was the insurance underwriter where

Nationwide conducted an appraisal for NGMC. Comparing claims numbers, the

“transaction list by customer” Nationwide provided in discovery indicates NGMC

paid for Nationwide’s services on both of those claims numbers. These documents

create a reasonable inference Nationwide might have been aware it was doing

business with NGMC subsidiaries generally, and potentially aware it was doing

business with Integon specifically as an NGMC subsidiary. But this by itself does

not imply a broader indemnity agreement, and Integon does not identify any

documents where Nationwide indemnified an NGMC subsidiary. Nationwide’s

accepting payment from an NGMC subsidiary does not show consistent with the

plain language of the CSA the parties additionally intended indemnity beyond the

stated narrower indemnity of NGMC.

Integon argues Nationwide knew Integon was a subsidiary of NGMC and

that by doing business with Integon, Nationwide had accepted assignment of

NGMC’s indemnification rights under the CSA. But the record shows no express

assignment of indemnification rights, and the plain language and extrinsic

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evidence do not support an inference of indemnity beyond the stated indemnity

extending to NGMC.

Affirmed.

WE CONCUR: