Unisys Corp. v. CALIF. LIFE & HLT. INS. GUARANTEE ASS'N

63 Cal. App. 4th 634, 74 Cal. Rptr. 2d 106
CourtCalifornia Court of Appeal
DecidedApril 28, 1998
DocketA072015
StatusPublished
Cited by6 cases

This text of 63 Cal. App. 4th 634 (Unisys Corp. v. CALIF. LIFE & HLT. INS. GUARANTEE ASS'N) is published on Counsel Stack Legal Research, covering California Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Unisys Corp. v. CALIF. LIFE & HLT. INS. GUARANTEE ASS'N, 63 Cal. App. 4th 634, 74 Cal. Rptr. 2d 106 (Cal. Ct. App. 1998).

Opinion

63 Cal.App.4th 634 (1998)

UNISYS CORPORATION, Plaintiff and Appellant,
v.
CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTEE ASSOCIATION, Defendant and Respondent.

Docket No. A072015.

Court of Appeals of California, First District, Division Three.

April 28, 1998.

*635 COUNSEL

Ballard, Spahr, Andrews & Ingersoll, David H. Pittinsky, Lawrence D. Berger, McKenna & Cuneo, Susan A. Mitchell and Cynthia Beckwith for Plaintiff and Appellant.

Adams, Duque & Hazeltine, Ann Sparkman, Randy G. Gerchick, Thelen, Marrin, Johnson & Bridges and James R. Willcox for Defendant and Respondent.

Anthony Buonaguro, John Del Campo, Kerr, Irvine, Rhodes & Ables and James W. Rhodes as Amici Curiae on behalf of Defendant and Respondent.

OPINION

CORRIGAN, J.

This litigation arises out of the failure of Executive Life Insurance Company (Executive Life) and resultant losses suffered by participants in two Unisys Corporation 401(k) plans that had invested in *636 Executive Life guaranteed investment contracts. The specific question on appeal is whether the California Life and Health Insurance Guarantee Association Act[1] (the Act) excludes from its coverage all guaranteed investment contracts. Respondent California Life and Health Insurance Guarantee Association (CLHIGA) contends that it does.[2] Appellant Unisys Corporation (Unisys) asserts that the Act excludes only those guaranteed investment contracts that are "unallocated annuity contracts" within the meaning of the Act.

We hold that the Act, by its plain language, excludes all guaranteed investment contracts from coverage. We therefore affirm the grant of summary judgment in favor of CLHIGA.

Background

A guaranteed investment contract, or GIC, is an investment device. Pursuant to the terms of the investment contract, the purchaser deposits a premium with the issuer and, in return, is paid a guaranteed rate of interest for a specified period. At the end of the contract period, the issuer, in this case Executive Life, repays the purchaser's premium. (In re Unisys Sav. Plan Litigation (3d Cir.1996) 74 F.3d 420, 426.) It is undisputed for purposes of this appeal that the GIC's in question are group annuity contracts within the meaning of the Act.

In 1987 and 1988, the trustee of the Unisys plans purchased four separate GIC's from Executive Life. The claimed value of the Executive Life GIC's as of March 31, 1991, was approximately $178 million.

In 1990, the Legislature enacted the predecessor of the Act, the California Life Insurance Guaranty Association Act. (Former §§ 1067-1067.18 as enacted by Stats. 1990, ch. 1356, § 1, pp. 5970-5987.) In 1993, that act was repealed, reenacted with various changes, and given its current name.[3] (§ 1067 as enacted by Stats. 1993, ch. 974, § 1.7.) The stated purpose of the statutory scheme, as originally enacted and in its current form, is to provide certain limited guarantees for beneficiaries, holders, assignees, or payees of *637 life insurance policies and annuity contracts in the event the issuing insurer becomes insolvent or is otherwise unable to fulfill its contractual obligations.[4] (§§ 1067.01, subd. (a), 1067.04, subds. (f), (h).)

Executive Life was seized by the Insurance Commissioner in 1991, and insolvency proceedings began.[5] It defaulted on millions of dollars in principal and interest due on the four Unisys GIC's. In the wake of Executive Life's failure, Unisys brought this action to obtain declaratory and equitable relief requiring CLHIGA to provide coverage under the Act. CLHIGA moved for, and was granted, summary judgment. The trial court ruled that the Executive Life contracts were excluded from coverage by statute on the dual grounds that they were both unallocated annuity contracts and GIC's. This appeal followed.

Discussion

I. Summary Judgment

(1) Summary judgment is proper only if the suit presents no triable issue of material fact and the moving party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c).) On appeal from a grant of summary judgment, the trial court's determination of a question of law is subject to independent review. (Ruoff v. Harbor Creek Community Assn. (1992) 10 Cal. App.4th 1624, 1627 [13 Cal. Rptr.2d 755]; Wu v. Interstate Consolidated Industries (1991) 226 Cal. App.3d 1511, 1514 [277 Cal. Rptr. 546].)

II. The Act Expressly Excludes All GIC's From Coverage

Statutory interpretation is a question of law. (Ruoff v. Harbor Creek Community Assn., supra, 10 Cal. App.4th at p. 1629.) (2a) Here, clear statutory language compels the conclusion that the Legislature intended to exclude all GIC's from coverage under the Act.

Section 1067.02, subdivision (b)(1) outlines the policies, annuity contracts, and certificates covered under the Act. "This article shall provide *638 coverage to [specified persons] for direct, nongroup life, health, annuity, and supplemental policies or contracts and for certificates under direct group life, health, annuity, and supplemental policies and contracts, except as limited by this article. Annuity contracts and certificates under group annuity contracts include, but are not limited to, structured settlement agreements, allocated annuity contracts, and any immediate or deferred annuity contracts, and unallocated annuity contracts except those expressly excluded pursuant to subparagraph (D) of paragraph (2) of this subdivision." (Italics added.)

Section 1067.02, subdivision (b)(2) sets forth the limitations on coverage alluded to in subdivision (b)(1). In relevant part, it states: "This article shall not provide coverage for any of the following: [¶] ... [¶] (D) Guaranteed investment contracts, guaranteed interest contracts, funding agreements, deposit administration contracts, and all other unallocated annuity contracts ...." (Italics added.) GIC's are, thus, expressly excluded from coverage. The Legislature would have been hard pressed to make this point more clearly.

Unisys concedes, for purposes of this appeal, that the contracts at issue here are GIC's within the meaning of the Act. It argues, however, that section 1067.02, subdivision (b)(2)(D) does not exclude from coverage all GIC's, but only those that are also "unallocated annuity contracts."[6] This is because "[i]f the word `other' in Section 1067.02(b)(2)(D) is accorded any significance, as it must be, it is only `unallocated' GIC's which are expressly excluded from coverage. Therefore, even if the four Executive Life contracts are GIC's, they are excluded from coverage only if they are `unallocated.' If a GIC is `allocated,' it is clearly covered under Section 1067.02(b)(1) because all allocated annuity contracts are covered without exception." (Original italics.)

The argument fails with its premise that the Legislature did not mean what it said when it listed GIC's among the items specifically excluded from *639 coverage.

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Bluebook (online)
63 Cal. App. 4th 634, 74 Cal. Rptr. 2d 106, Counsel Stack Legal Research, https://law.counselstack.com/opinion/unisys-corp-v-calif-life-hlt-ins-guarantee-assn-calctapp-1998.