Piedmont Office Realty Trust, Inc. v. XL Specialty Insurance Company

• Court: Court of Appeals for the Eleventh Circuit
• Decided: June 23, 2015
• Docket: 14-11987
• Status: Published

Opinion

Case: 14-11987 Date Filed: 06/23/2015 Page: 1 of 3

[PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT ___________________________

No. 14-11987 Non-Argument Calendar ___________________________

Docket No. 1:13-cv-02128-WSD

PIEDMONT OFFICE REALTY TRUST, INC., f.k.a. Wells Real Estate Investment Trust, Inc.,

Plaintiff-Appellant,

versus

XL SPECIALITY INSURANCE COMPANY, Defendant-Appellee.

______________________________

Appeal from the United States District Court for the Northern District of Georgia _______________________________

(June 23, 2015)

Before TJOFLAT, JORDAN, and EDMONDSON, Circuit Judges. Case: 14-11987 Date Filed: 06/23/2015 Page: 2 of 3

PER CURIAM:

This case involves a Georgia insurance policy. Having concluded that the

appeal raises a question of Georgia law that is both determinative of the case and

about which this Court had substantial doubt, we certified three questions to the

Supreme Court of Georgia:

(1) Under the facts of this case, and in the light of the Final Judgment and

Order -- in the Underlying Suit -- approving of and authorizing and directing

the implementation of the terms of the settlement agreement, is Piedmont

“legally obligated to pay” the $4.9 million settlement amount, for purposes

of qualifying for insurance coverage under the Excess Policy?

(2) In a case like this one, when an insurance contract contains a “consent-

to-settle” clause that provides expressly that the insurer’s consent “shall not

be unreasonably withheld,” can a court determine, as a matter of law, that an

insured who seeks (but fails) to obtain the insurer’s consent before settling is

flatly barred -- whether consent was withheld reasonably or not -- from

bringing suit for breach of contract or for bad-faith failure to settle? Or must

the issue of whether the insurer withheld unreasonably its consent be

resolved first? 2 Case: 14-11987 Date Filed: 06/23/2015 Page: 3 of 3

(3) In this case, under Georgia law, was Piedmont’s complaint dismissed

properly?

Piedmont Office Realty Trust, Inc. v. XL Specialty Ins. Co., 769 F.3d 1291, 1295

(11th Cir. 2014). *

Relying on its decision in Trinity Outdoor, LLC v. Cent. Mut. Ins. Co., 679

S.E.2d 10 (Ga. 2009), and on the “unambiguous” terms of the insurance policy at

issue in this case, the Supreme Court of Georgia instructed us that, under Georgia’s

law, “Piedmont is precluded from pursuing this action against XL because XL did

not consent to the settlement and Piedmont failed to fulfill the contractually agreed

upon condition precedent.” Piedmont Office Realty Trust, Inc. v. XL Specialty

Ins. Co., No. S15Q0418, slip op. at 6-7 (Ga. Apr. 20, 2015). As a result, the

Supreme Court of Georgia determined per Georgia law that “the district court did

not err in dismissing Piedmont’s complaint.” Id. at 10.

We are grateful for the help. Based on this definite response to our certified

questions, we affirm the district court’s dismissal of Piedmont’s complaint.

AFFIRMED.

* The facts for this appeal are set out in our initial opinion. See Piedmont Office Realty Trust, Inc., 769 F.3d at 1292-93. 3