File Name: 22a0542n.06 NOT RECOMMENDED FOR PUBLICATION
Case No. 22-3337
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
FILED ) Dec 29, 2022 ROADWAY SERVICES, INC., DEBORAH S. HUNT, Clerk ) Plaintiff-Appellee, ) ) ON APPEAL FROM THE UNITED v. ) STATES DISTRICT COURT FOR ) THE NORTHERN DISTRICT OF TRAVELERS CASUALTY AND SURETY ) OHIO COMPANY OF AMERICA, ) Defendant-Appellant. ) OPINION )
Before: BOGGS, STRANCH, and THAPAR, Circuit Judges.
THAPAR, Circuit Judge. To compel coverage, Roadway Services, Inc. sued its insurer,
Travelers Casualty and Surety Company of America. Travelers argues it has no duty to cover
Roadway’s claim. We agree, reverse, and remand.
I.
In 2018, a driver struck and killed a Roadway employee while he was on the job. His
widow sued Roadway for wrongful death, alleging it failed to maintain safe working conditions.
See Ohio Rev. Code §§ 2125.01, 2305.21, 2745.01. Roadway did not seek coverage under its
employment-liability insurance contract. Instead, it asked Travelers to pay for its defense out of a
directors-and-officers insurance contract. Travelers refused, citing an exclusion in the policy. So
Roadway sued to compel coverage. Both parties moved for summary judgment on Roadway’s Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
coverage claim. Finding the policy ambiguous, the district court ruled for Roadway. Travelers
appeals.
II.
On appeal, Travelers argues that Exclusion A.13(d) of Roadway’s insurance contract bars
coverage for this claim. We agree.
Under Ohio law, which the parties agree governs, an insurance policy is generally
interpreted like any other contract. St. Marys Foundry, Inc. v. Emps. Ins. of Wausau, 332 F.3d
989, 992 (6th Cir. 2003). We read a policy’s terms according to their plain and natural meaning,
and, when possible, give effect to every word and provision. Id. Specific provisions govern over
more general ones. See Greenberg v. Life Ins. Co. of Va., 177 F.3d 507, 519 (6th Cir. 1999). And
when a policy can reasonably be read in more than one way, we construe ambiguity against the
insurer. St. Marys Foundry, 332 F.3d at 992–93.
These principles resolve this case. Since Exclusion A.13(d) clearly excludes coverage for
the widow’s suit, Travelers has no duty to indemnify Roadway for this loss.
Roadway’s policy contains three agreements: Insuring Agreements A., B., and C. The
first two cover Roadway’s directors and officers as well as the cost of indemnifying them. The
third, Insuring Agreement C., covers Roadway itself. It insures Roadway for losses “resulting
from any claim” made during the policy period. R. 7-1, Pg. ID 257 (cleaned up). However, the
policy also contains a relevant exclusion, A.13(d). Exclusion A.13(d) provides that “with respect
to Insuring Agreement C. only,” Travelers “will not be liable for loss for any claim . . . based upon
or arising out of any employment related wrongful act.” Id. at 262 (cleaned up). In other words,
-2- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
it eliminates Insuring Agreement C.’s coverage of losses arising from any employment-related
wrongful acts.
This exclusion bars Roadway’s claim. Roadway seeks coverage for the wrongful-death
suit under Insuring Agreement C. And the wrongful-death suit involves what the parties agree
qualifies as an employment-related wrongful act—Roadway’s alleged failure to maintain safe
working conditions. So Exclusion A.13(d) eliminates coverage of Roadway’s losses from the
wrongful-death suit.
III.
In response, Roadway primarily argues that an exception to a second exclusion, A.2,
“exempts [the widow’s claim] from exclusion” under A.13(d). Appellee’s Br. 10. In other words,
it claims that Exclusion A.2’s exception “functions as a carve back.” Id. at 17 (cleaned up). This
argument fails because Exclusion A.2 doesn’t “carve back” to create coverage that Exclusion
A.13(d) eliminates. Rather, the exclusions operate independently of each other. See, e.g., State
Farm Mut. Auto. Ins. Co. v. Universal Underwriters Ins. Co., No. 5-81-11, 1981 WL 6708, at *5
(Ohio Ct. App. Nov. 2, 1981) (finding that one exclusion may bar coverage when another does not
apply). A.2 is an exclusion that eliminates coverage of bodily-injury claims across the entire policy
(Insuring Agreements A. through C.), except that it does not apply to claims for mental anguish
“with respect to any employment related Wrongful Act.” R. 7-1, Pg. ID 260. Exclusion A.13(d),
in turn, further limits coverage under Insuring Agreement C. Id. at 262. Specifically, it eliminates
Insuring Agreement C.’s coverage of losses “arising out of any employment related Wrongful
Act,” regardless of the sort of injury involved. Id. (emphasis added). Thus, these exclusions
function separately to limit coverage in distinct ways. Exclusion A.2 generally eliminates
-3- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
coverage for bodily-injury claims across the entire policy, while Exclusion A.13(d) further
eliminates coverage for employment-related wrongful-act claims under Insuring Agreement C.
Had the policy intended Exclusion A.2’s exception for claims involving mental anguish to
cancel out Exclusion A.13(d), it would have said so. But Exclusion A.2 does not say that it
“guarantees coverage” of claims involving mental anguish. Rather, it simply does “not apply” to
such claims. Id. at 260. Thus, the natural reading of Exclusions A.2 and A.13(d) is that each
serves as a separate policy exclusion, not that the exception to one applies to the other. And this
interpretation accords with how Ohio courts have interpreted similar provisions in the past. See,
e.g., State Farm Mut. Auto. Ins. Co., 1981 WL 6708, at *5.
Roadway raises three further arguments. First, it asserts that Exclusion A.13(d)’s language,
“based upon or arising out of,” encompasses only a narrow set of physical-injury claims brought
by the injured employee himself. Appellee’s Br. 5, 24-26. On this logic, the wrongful-death claim
is too attenuated from Roadway’s employment-related wrongful act to trigger Exclusion A.13(d),
since the widow, not an injured employee, is bringing the suit. Roadway rests this conclusion on
the policy’s use of the term “resulting from” in Insuring Agreement C., “with respect to” in
Exclusion A.2, and “based upon or arising out of” in Exclusion A.13(d), reasoning that each must
denote a different degree of relationship with an employment-related wrongful act.
This argument fails because it disregards the plain meaning of “arising out of.” See St.
Marys Foundry, 332 F.3d at 992. “Arising out of” means “causally related to the occurrence.”
Westfield Ins. Co. v. Hunter, 948 N.E.2d 931, 936 (Ohio 2011) (citation omitted); see Arise, Oxford
English Dictionary Online (3d ed. 2022) (“To spring, originate, or result from.” (emphasis
omitted)). And here, the wrongful-death suit is “causally related” to Roadway’s wrongful act.
Because of Roadway’s alleged failure to maintain safe working conditions, its employee would
-4- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
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File Name: 22a0542n.06 NOT RECOMMENDED FOR PUBLICATION
Case No. 22-3337
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
FILED ) Dec 29, 2022 ROADWAY SERVICES, INC., DEBORAH S. HUNT, Clerk ) Plaintiff-Appellee, ) ) ON APPEAL FROM THE UNITED v. ) STATES DISTRICT COURT FOR ) THE NORTHERN DISTRICT OF TRAVELERS CASUALTY AND SURETY ) OHIO COMPANY OF AMERICA, ) Defendant-Appellant. ) OPINION )
Before: BOGGS, STRANCH, and THAPAR, Circuit Judges.
THAPAR, Circuit Judge. To compel coverage, Roadway Services, Inc. sued its insurer,
Travelers Casualty and Surety Company of America. Travelers argues it has no duty to cover
Roadway’s claim. We agree, reverse, and remand.
I.
In 2018, a driver struck and killed a Roadway employee while he was on the job. His
widow sued Roadway for wrongful death, alleging it failed to maintain safe working conditions.
See Ohio Rev. Code §§ 2125.01, 2305.21, 2745.01. Roadway did not seek coverage under its
employment-liability insurance contract. Instead, it asked Travelers to pay for its defense out of a
directors-and-officers insurance contract. Travelers refused, citing an exclusion in the policy. So
Roadway sued to compel coverage. Both parties moved for summary judgment on Roadway’s Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
coverage claim. Finding the policy ambiguous, the district court ruled for Roadway. Travelers
appeals.
II.
On appeal, Travelers argues that Exclusion A.13(d) of Roadway’s insurance contract bars
coverage for this claim. We agree.
Under Ohio law, which the parties agree governs, an insurance policy is generally
interpreted like any other contract. St. Marys Foundry, Inc. v. Emps. Ins. of Wausau, 332 F.3d
989, 992 (6th Cir. 2003). We read a policy’s terms according to their plain and natural meaning,
and, when possible, give effect to every word and provision. Id. Specific provisions govern over
more general ones. See Greenberg v. Life Ins. Co. of Va., 177 F.3d 507, 519 (6th Cir. 1999). And
when a policy can reasonably be read in more than one way, we construe ambiguity against the
insurer. St. Marys Foundry, 332 F.3d at 992–93.
These principles resolve this case. Since Exclusion A.13(d) clearly excludes coverage for
the widow’s suit, Travelers has no duty to indemnify Roadway for this loss.
Roadway’s policy contains three agreements: Insuring Agreements A., B., and C. The
first two cover Roadway’s directors and officers as well as the cost of indemnifying them. The
third, Insuring Agreement C., covers Roadway itself. It insures Roadway for losses “resulting
from any claim” made during the policy period. R. 7-1, Pg. ID 257 (cleaned up). However, the
policy also contains a relevant exclusion, A.13(d). Exclusion A.13(d) provides that “with respect
to Insuring Agreement C. only,” Travelers “will not be liable for loss for any claim . . . based upon
or arising out of any employment related wrongful act.” Id. at 262 (cleaned up). In other words,
-2- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
it eliminates Insuring Agreement C.’s coverage of losses arising from any employment-related
wrongful acts.
This exclusion bars Roadway’s claim. Roadway seeks coverage for the wrongful-death
suit under Insuring Agreement C. And the wrongful-death suit involves what the parties agree
qualifies as an employment-related wrongful act—Roadway’s alleged failure to maintain safe
working conditions. So Exclusion A.13(d) eliminates coverage of Roadway’s losses from the
wrongful-death suit.
III.
In response, Roadway primarily argues that an exception to a second exclusion, A.2,
“exempts [the widow’s claim] from exclusion” under A.13(d). Appellee’s Br. 10. In other words,
it claims that Exclusion A.2’s exception “functions as a carve back.” Id. at 17 (cleaned up). This
argument fails because Exclusion A.2 doesn’t “carve back” to create coverage that Exclusion
A.13(d) eliminates. Rather, the exclusions operate independently of each other. See, e.g., State
Farm Mut. Auto. Ins. Co. v. Universal Underwriters Ins. Co., No. 5-81-11, 1981 WL 6708, at *5
(Ohio Ct. App. Nov. 2, 1981) (finding that one exclusion may bar coverage when another does not
apply). A.2 is an exclusion that eliminates coverage of bodily-injury claims across the entire policy
(Insuring Agreements A. through C.), except that it does not apply to claims for mental anguish
“with respect to any employment related Wrongful Act.” R. 7-1, Pg. ID 260. Exclusion A.13(d),
in turn, further limits coverage under Insuring Agreement C. Id. at 262. Specifically, it eliminates
Insuring Agreement C.’s coverage of losses “arising out of any employment related Wrongful
Act,” regardless of the sort of injury involved. Id. (emphasis added). Thus, these exclusions
function separately to limit coverage in distinct ways. Exclusion A.2 generally eliminates
-3- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
coverage for bodily-injury claims across the entire policy, while Exclusion A.13(d) further
eliminates coverage for employment-related wrongful-act claims under Insuring Agreement C.
Had the policy intended Exclusion A.2’s exception for claims involving mental anguish to
cancel out Exclusion A.13(d), it would have said so. But Exclusion A.2 does not say that it
“guarantees coverage” of claims involving mental anguish. Rather, it simply does “not apply” to
such claims. Id. at 260. Thus, the natural reading of Exclusions A.2 and A.13(d) is that each
serves as a separate policy exclusion, not that the exception to one applies to the other. And this
interpretation accords with how Ohio courts have interpreted similar provisions in the past. See,
e.g., State Farm Mut. Auto. Ins. Co., 1981 WL 6708, at *5.
Roadway raises three further arguments. First, it asserts that Exclusion A.13(d)’s language,
“based upon or arising out of,” encompasses only a narrow set of physical-injury claims brought
by the injured employee himself. Appellee’s Br. 5, 24-26. On this logic, the wrongful-death claim
is too attenuated from Roadway’s employment-related wrongful act to trigger Exclusion A.13(d),
since the widow, not an injured employee, is bringing the suit. Roadway rests this conclusion on
the policy’s use of the term “resulting from” in Insuring Agreement C., “with respect to” in
Exclusion A.2, and “based upon or arising out of” in Exclusion A.13(d), reasoning that each must
denote a different degree of relationship with an employment-related wrongful act.
This argument fails because it disregards the plain meaning of “arising out of.” See St.
Marys Foundry, 332 F.3d at 992. “Arising out of” means “causally related to the occurrence.”
Westfield Ins. Co. v. Hunter, 948 N.E.2d 931, 936 (Ohio 2011) (citation omitted); see Arise, Oxford
English Dictionary Online (3d ed. 2022) (“To spring, originate, or result from.” (emphasis
omitted)). And here, the wrongful-death suit is “causally related” to Roadway’s wrongful act.
Because of Roadway’s alleged failure to maintain safe working conditions, its employee would
-4- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
not have died, and his widow would not have suffered mental anguish and sued. Thus, the losses
“arise out of” Roadway’s wrongful act, and Exclusion A.13(d) applies. In reading “arising out of”
this way, we are in good company. See Westfield Ins. Co., 948 N.E.2d at 936; Coregis Ins. Co. v.
Am. Health Found., Inc., 241 F.3d 123, 128 (2d Cir. 2001) (“The phrase ‘arising out of’ is usually
interpreted as ‘indicat[ing] a causal connection.’” (quoting Am. States Ins. Co. v. Guillermin, 671
N.E.2d 317, 325 (Ohio Ct. App. 1996)).
True enough, each of the contract’s terms must be given a distinct meaning. But their
definitions can still overlap. A claim can both “arise out of” a wrongful act and be a claim for
injury brought “with respect to” the act. See Coregis Ins. Co., 241 F.3d at 129 (explaining that
“with respect to” and “related to” are synonymous, and even if a claim “arises out of” insolvency,
it can simultaneously be described as “related to” insolvency). The same is true for “resulting
from.” A loss can “result[] from” a claim for a wrongful act and also be a loss for a claim “arising
out of” a wrongful act. R. 7-1, Pg. ID 257, 262. And nothing in the contract suggests that the
drafters intended to give these terms anything but their plain meaning, even if the meanings do
include some overlap. So this argument carries no weight.
Second, Roadway contends that Exclusion A.13(d) doesn’t apply because the claim can be
described as both “arising out of” an employment-related wrongful act and as being brought “with
respect to” such an act or as a loss “resulting from” such an act. Appellee’s Br. 27–29. This
argument fails because it would make Exclusion A.13(d) superfluous. See St. Marys Foundry, 332
F.3d at 992. Why? Because any circumstances triggering Exclusion A.13(d) would also trigger
coverage under Insuring Agreement C. Whenever a loss “arises out of” an employment-related
wrongful act, the loss can also be said to “result from” the act. R. 7-1, Pg. ID 257. See Appellee’s
Br. 28, illus. A. Thus, by Roadway’s logic, Insuring Agreement C. would always provide coverage
-5- Case No. 22-3337, Roadway Servs., Inc. v. Travelers Cas. & Sur. Co. of Am.
whenever Exclusion A.13(d) would seem to apply, and so Travelers would have to pay every time.
The effect would be to make Exclusion A.13(d) meaningless. And the same goes for “with respect
to.” Since a claim “arising out of” a wrongful act can always also be described as a claim “with
respect to” a wrongful act, Exclusion A.2’s exception would negate all of Exclusion A.13(d). R.
7-1, Pg. ID 260, 262. We decline to adopt this reading. Instead, the rule that the specific governs
the general controls. Greenberg, 177 F.3d at 519. When both Insuring Agreement C.’s general
grant of coverage and Exclusion A.13(d)’s specific limitation apply, Exclusion A.13(d) governs.
Finally, Roadway asserts that even if its other arguments fail, the policy is ambiguous.
Appellee’s Br. 29–30. We disagree. The policy’s general bodily-injury exclusion and Insuring
Agreement C.’s narrow employment-related wrongful-act exclusion read together naturally, and
they do so in only one way. Exclusion A.2 establishes that the policy covers no bodily-injury
claims. Exclusion A.13(d), in turn, further provides that Insuring Agreement C. covers no claims
arising out of employment-related wrongful acts, regardless of the sort of injury involved. R. 7-1,
Pg. ID 262. No conflict exists between these two exclusions, nor are the exclusions ambiguous.
***
The district court’s judgment is reversed, and the case is remanded with instructions to
enter judgment for Travelers on the coverage claim.
-6-