Slaughter v. American Casualty Co.

37 F.3d 385
CourtCourt of Appeals for the Eighth Circuit
DecidedOctober 3, 1994
DocketNo. 94-1152
StatusPublished
Cited by11 cases

This text of 37 F.3d 385 (Slaughter v. American Casualty Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Slaughter v. American Casualty Co., 37 F.3d 385 (8th Cir. 1994).

Opinion

JOHN R. GIBSON, Senior Circuit Judge.

American Casualty Company of Reading, Pennsylvania, appeals from a declaratory judgment entered in favor of the Resolution Trust Corporation and the former directors and officers of the Independence Federal Bank of Batesville, Arkansas. The order declared that an officers’ and directors’ insurance policy issued by American Casualty provided coverage to the officers and directors, and that the regulatory exclusion included in the policy was void for want of consideration. American Casualty argues that the regulatory exclusion was valid and excluded coverage of the officers and directors. We reverse and order that judgment be entered in favor of American Casualty.

The officers and directors of the bank1 obtained a directors’ and officers’ policy from American Casualty for the 1984-85 policy year. The 1984-85 policy did not contain a regulatory exclusion. On July 23, 1985, be[386]*386fore the 1984-85 policy expired, American Casualty issued to the bank a quotation for renewal of the policy.2 In- the quotation, American Casualty agreed to issue the directors’, and officers’ liability policy “subject to the terms and conditions contained herein.” The quotation listed numerous endorsements, including a limitation of coverage endorsement with the abbreviation “Reg.” written in hand beside it. To effect coverage, American Casualty required that either the chairman of the board or the bank’s chief executive sign the quotation and return it to American Casualty’s underwriting department. The quotation was signed by Preston Grace Jr., the chairman of the board, dated August 6, 1985, and returned to American Casualty. On September 3, 1985, American Casualty issued the bank the 1985-86 policy. The-regulatory exclusion was included in the policy.

Similarly, on June 30, 1986, American Casualty issued another quotation for renewal of insurance to the bank which contained similar terms and endorsements. Again, the quotation listed the limitation of coverage endorsement (endorsement # G-11187-A) with the notation “Reg.” written in hand beside it. The quotation was signed by Preston Grace and dated July 2, 1986. American Casualty issued the policy on August 13,1986 and again the policy contained the regulatory exclusion.3 The policy covered the period between July 20, 1986 and July 20, 1987. It was under this policy that the claim now before us arose.

On May 7, 1987, American Casualty issued notice to the bank that it would not renew the policy on expiration because the financial performance of the bank did not meet American Casualty’s underwriting guidelines. American Casualty informed the bank of its right to buy extended coverage for an additional ninety days, which would provide coverage for actual claims made against directors and officers during the extended discovery period, but arising out of wrongful acts occurring before the expiration of the original policy. On July 10, 1987, the bank purchased this coverage effective ninety days from July 20, 1987, and paid the required premium. On October 15, 1987, three days before expiration of the extended discovery period, the Senior Vice President of the bank issued a letter to American Casualty informing American Casualty that the directors and officers of the bank were aware of certain losses suffered By the bank which could give rise to a claim against them.

In February 1992, the RTC filed a complaint against certain directors and officers for alleged mismanagement of the bank which led to the bank’s failure. After the RTC action was commenced, the officers and directors joined the RTC in seeking defense and indemnity from American Casualty with respect to the RTC’s claims. American Casualty denied coverage on the basis of the regulatory exclusion, the insured versus insured exclusion, and improper and untimely notice.

The officers, directors and RTC then brought this action against American Casualty. The district court, on cross motions for summary judgment, held that the regulatory exclusion was void for want of consideration and that the insured versus insured exclusion did not bar coverage.

However, the district court ruled that there were genuine issues of material fact with respect to whether the policy provided coverage for potential claims which the bank notified American Casualty of during the extended discovery period, and whether the bank gave American Casualty sufficient notice of the claims. Thus, the district court denied the motion for summary judgment in [387]*387an order dated March 29, 1993, 842 F.Supp. 371.

The parties then resubmitted the case stipulating that the court had before it all the evidence necessary to resolve the two remaining factual issues without trial. On December 22, 1993, the district court held that the policy provided coverage for potential claims, notice of which was provided during the extended discovery period, rather than the actual policy period, 842 F.Supp. 376. It further found that the officers and directors gave American Casualty sufficient notice.

’ American Casualty appeals, arguing that the district court erred in rejecting each of its four defenses.

The district court’s decision that the regulatory endorsement was not supported by sufficient consideration rests on Arkansas law. We review district court determinations of state law de novo, giving their decisions no deference. Salve Regina College v. Russell, 499 U.S. 225, 231, 111 S.Ct. 1217, 1221, 113 L.Ed.2d 190 (1991). As we conclude that the issues relating to the validity of the regulatory exclusion are determinative in this case, it will be unnecessary to reach any other issues raised by the parties.

The district court held that the regulatory exclusion added to the policy in the 1985 renewal was void for lack of consideration, and remained void during the succeeding policy periods, basing its decision on Southern Farm Bureau Casualty Ins. Co. v. United States, 395 F.2d 176, 180-81 (8th Cir.1968), and Wold v. Life Ins. Co. of Arkansas, 24 Ark.App. 113, 749 S.W.2d 346 (1988).

American Casualty argues that the district court erred in so ruling, as Southern Farm Bureau and Wold both involved policy exclusions issued during the policy period, and that the holdings are limited to such circumstances. It is evident that Southern Farm Bureau, a case in which this court held that a regulatory exclusion was void for want of consideration, is so limited. Southern Farm Bureau, 395 F.2d at 181. There the liability policy was issued for a six month period. Id. at 177. An endorsement was issued by Southern and delivered to the insured which retroactively excluded the United States of America from any coverage on the policy. Id. This court made clear in its opinion written by Judge Floyd R. Gibson that the holding was limited to situations where an insurance company attempts to modify a policy during a policy period. Id. at 181; see also Wackerle v. Pacific Employers Ins. Co., 219 F.2d 1 (8th Cir.), cert. denied, 349 U.S. 955, 75 S.Ct. 884, 99 L.Ed.

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37 F.3d 385, Counsel Stack Legal Research, https://law.counselstack.com/opinion/slaughter-v-american-casualty-co-ca8-1994.