WCF National Insurance Company v. Gilligan Commercial LLC

CourtDistrict Court, D. Arizona
DecidedSeptember 29, 2025
Docket2:24-cv-03497
StatusUnknown

This text of WCF National Insurance Company v. Gilligan Commercial LLC (WCF National Insurance Company v. Gilligan Commercial LLC) is published on Counsel Stack Legal Research, covering District Court, D. Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
WCF National Insurance Company v. Gilligan Commercial LLC, (D. Ariz. 2025).

Opinion

1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA

9 WCF National Insurance Company, No. CV-24-03497-PHX-DWL

10 Plaintiff, ORDER

11 v.

12 Gilligan Commercial LLC, et al.,

13 Defendants. 14 15 This is an insurance coverage action arising out of a dispute currently being litigated 16 in Arizona state court. Around November 2023, Lee Scott (“Scott”) began working with 17 Gilligan Commercial LLC (“Gilligan”), a brokerage firm, to find a business to purchase. 18 Gilligan, acting through its agent Joe Balbona (“Balbona”), brokered a deal in which Scott 19 and his company WindTech Audio Inc. (“WindTech”) (collectively, the “State Court 20 Plaintiffs”) would purchase Olsen Audio Group Inc. (“Olsen Audio”). After the parties 21 signed the purchase agreement, Scott was copied on an email from Balbona’s email address 22 directing Darci Finsterwalder (“Finsterwalder”), the agreed-upon escrow agent, to provide 23 Scott with instructions on how to wire the purchase amount of $1,378,245.05 to the escrow 24 account. Balbona’s email, however, was sent to an email account that was fraudulently 25 posing as Finsterwalder. The imposter then contacted Scott and provided Scott with 26 instructions on how to wire the funds. Scott complied with these instructions. Days later, 27 it became clear that Scott had been defrauded, and the lion’s share of the money was and 28 remains unrecoverable. 1 Afterward, Scott and WindTech sued Gilligan in state court (the “State Court 2 Action” or “State Court Lawsuit”) under an array of tort theories. Gilligan’s insurer, WCF 3 National Insurance Company (“WCF”), then brought this action for declaratory relief, 4 seeking a determination that an insurance policy it issued to Gilligan (the “Policy”) does 5 not require it to defend or indemnify Gilligan. 6 Now pending before the Court is Gilligan’s motion to dismiss for lack of 7 jurisdiction. (Doc. 18.) For the reasons that follow, the motion is granted. 8 BACKGROUND 9 The following facts, presumed true, are derived from WCF’s operative pleading, the 10 First Amended Complaint (“FAC”), and other documents incorporated by reference 11 therein. (Doc. 13.) 12 I. The Parties And Other Relevant Entities 13 WCF is an insurance company based in Utah. (Id. at 2 ¶ 6.) 14 Gilligan is a brokerage company based in Arizona. (Id. at 2 ¶ 7.) 15 Balbona was at all times relevant to this action acting as the agent of Gilligan. (Id. 16 at 16 ¶¶ 11-14; Doc. 18 at 17 ¶ 11.) 17 Scott is the sole owner of WindTech. (Doc. 13 at 16 ¶ 4.) 18 Finsterwalder was the escrow officer for the transaction. (Id. at 14 ¶ 1.) 19 II. State Court Action 20 Around November 2023, Scott began working with Gilligan, via its agent Balbona, 21 to locate a business to purchase. (Id. at 16 ¶¶ 10-11.) “Balbona also represented Olsen 22 who, at that time, was interested in selling his business,” Olsen Audio. (Id. at 16 ¶ 12.) 23 On April 11, 2024, Scott and WindTech entered into a contract to purchase Olsen 24 Audio. (Id. at 14-15 ¶ 1.) “The parties to the transaction agreed that the purchase price for 25 the business would be $1,400,000.00, with an additional $149,761.03 payment for 26 inventory.” (Id. at 17 ¶ 18.) 27 On or around April 12, 2024, “Scott deposited $25,000.00 with Arizona Escrow to 28 open escrow . . . . The parties agreed that the ‘Closing Payment’ of $1,375,000.00 would 1 be made to Arizona Escrow.” (Id. at 17 ¶¶ 19-20.) 2 On May 28, 2024, Balbona’s email account was used to send an email to Scott, 3 Olsen Audio, and a third email address that was supposed to belong to Finsterwalder, 4 directing Finsterwalder to give Scott instructions on how to wire the remaining money into 5 escrow. (Id. at 17 ¶ 23.) However, “[r]ather than copying Finsterwalder’s true email 6 (darci@arizonaescrow.com),” the email “copied John Doe (darci@arizoonaescrow.com) 7 (emphasis in original).” (Id. at 17 ¶ 25.) Scott later spoke over the phone to John Doe (or 8 John Doe’s agent), who provided the instructions to send the wire. (Id. at 18 ¶ 29.)1 “Scott 9 then sent an email to his financial institution, Morgan Stanley, and Morgan Stanley 10 processed the wire for $1,378,245.05.” (Id. at 18 ¶ 30.) 11 On May 29, 2024, “[t]he wire officially processed.” (Id. at 18 ¶ 31.) 12 On May 30, 2024, “Finsterwalder contacted Scott by phone regarding the status of 13 the wire, indicating that Arizona Escrow had neither seen nor requested the wire yet.” (Id. 14 at 18 ¶ 32.) Eventually, the parties discovered the error and worked to track down the 15 funds. (Id. at 18 ¶¶ 33-36.) Scott was able to recover $468,245.05 of the funds but learned 16 that $910,000 had been transferred to a Mexican bank. (Id. at 18-19 ¶¶ 37-39.) “Instead 17 of abandoning the business opportunity, Scott decided to still follow through with his 18 purchase of the business,” and he liquidated assets in order to do so, resulting in at least 19 “$436,888.00 in capital gains tax losses” and a total overall loss of “at least $1,346,800.00.” 20 (Id. at 19 ¶¶ 40-45.) 21 On November 13, 2024, Scott and WindTech filed the State Court Action in 22 Maricopa County Superior Court, asserting various tort claims against Gilligan. (Id. at 14- 23 23.) The complaint (the “State Court Complaint”) alleges, in relevant part, that “Balbona, 24 acting in his capacity as a Gilligan-employed broker to the transaction in which Balbona 25 and Gilligan had a pecuniary interest, supplied false information for the guidance of Olsen 26 and Scott by including John Doe in the 7:14 am Email,” thereby committing negligent 27 misrepresentation on Gilligan’s behalf. (Id. at 20 ¶¶ 50-58.) The State Court Complaint 28 1 John Doe remains unknown to Scott. (Id. at 17 ¶ 26.) 1 also alleges that due to Balbona’s misrepresentation, “Gilligan breached the implied 2 covenant of good faith and fair dealing, denying Scott the rightful benefits of the bargain.” 3 (Id. at 20-21 ¶¶ 59-66.) The State Court Complaint further asserts claims for negligence 4 and breach of fiduciary duty arising out of Gilligan’s failure to properly manage Balbona 5 and/or properly protect its IT systems from breaches. (Id. at 21-22 ¶¶ 67-82.) 6 III. Insurance Coverage Dispute 7 “WCF issued a Businessowners Policy, Policy No. 4074460 to Gilligan.” (Id. at 4 8 ¶ 26, cleaned up.) The Policy provides in relevant part: 9 A. Coverages 10 1. Business Liability 11 a. We will pay those sums that the insured becomes legally 12 obligated to pay as damages because of “bodily injury,” 13 “property damage” or “personal and advertising injury” to which this insurance implies. 14 (Id. at 102.) 15 The Policy further provides: 16 F. Liability And Medical Expenses Definitions 17 … 18 14. “Personal and advertising injury” means injury, including consequential “bodily injury,” arising out of . . . 19 e. Oral or written publication, in any manner, of material that 20 violates a person’s right of privacy. 21 (Id. at 114, 116.) A subsequent endorsement change to the Policy also provides that “[t]his 22 insurance does not apply to . . . [d]amages, other than damages because of ‘personal and 23 advertising injury,’ arising out of any access to or disclosure of any person’s or 24 organization’s confidential or personal information, including patents, trade secrets, 25 processing methods, customer lists, financial information, credit card information, health 26 information or any other type of nonpublic information.” (Id. at 135.) 27 On November 15, 2024, after the State Court Plaintiffs filed the State Court 28 Complaint, counsel for Gilligan sent WCF an email “request[ing] that WCF defend and 1 indemnify Gilligan.” (Doc. 18 at 24.) Gilligan’s request was premised on the allegation 2 that it suffered a “personal and advertising injury” arising out of the fraudulent 3 misappropriation or “spoofing” of Balbona’s email. (Id.) Gilligan asserted that this 4 triggered coverage under the Policy for harm “arising out of .

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WCF National Insurance Company v. Gilligan Commercial LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wcf-national-insurance-company-v-gilligan-commercial-llc-azd-2025.