Dallas Fort Worth Insurance Lawyer Blog
Mansfield insurance lawyers have to be able to read an insurance policy and advise a client about what the policy means. A 1998, Houston Court of Appeals [1st Dist.] case shows how this court interpreted a policy. The style of the case is, Sears, Roebuck and Co. v. Commercial Union. Here is some of the relevant information.
Sears and Weingarten Realty, Inc. (Weingarten) entered into a lease agreement whereby Sears was to lease space in a shopping center owned by Weingarten. Under the terms of the lease, Weingarten was obligated to maintain comprehensive public liability insurance protecting Sears against liability for injury to persons or property occurring in the common areas of the shopping center. The relevant provision of that lease is as follows:
The landlord further agrees to maintain in an insurance company qualified to do business in the State of Texas, Comprehensive Public Liability Insurance, including property damage, insuring Landlord and Tenant against liability for injury to persons or property occurring in or about the Common Areas on the Entire Premises or arising out of the ownership, maintenance, use or occupancy thereof. The limits of liability under such insurance shall not be less than $2,000,000 per occurrence for death or bodily injury and for property damage.
Weingarten subsequently purchased a commercial general liability policy from Commercial Union. The first page of the policy listed the “named insured” as “Weingarten Realty Investors, Et al.” An endorsement found on the second page of the policy stated:
It is agreed that the Named Insured shown on the Declarations is amended as follows:
1. Weingarten Realty Investors
2. Weingarten Realty Management Co.
3. Weingarten Properties, Inc.
4. WRI Holdings, Inc.
5. “And all subsidiary, Affiliated, Associated or Allied Companies, Corporations, Firms, Organizations including Partnership and Joint Ventures as are now or hereafter are constituted for which the Named Insured has the responsibility of placing insurance and for which other insurance is not otherwise more specifically provided.”
Phuong Anh Thi Troung (Troung) claimed she was assaulted on property owned, occupied, or under the control of Sears and Weingarten. Troung later filed a personal injury lawsuit against Sears and Weingarten alleging they were negligent for failing to provide adequate security for the premises. Sears demanded indemnification and defense from Weingarten and Commercial Union pursuant to the lease and the commercial general liability policy. However, both Weingarten and Commercial Union denied Sears’ demand for indemnification and defense in the Troung matter. Commercial Union’s stated reason for the denial was that Sears was not a named insured under Weingarten’s policy. Sears moved for summary judgment alleging it owed no duty to Troung because the incident occurred on premises not owned, occupied, or controlled by Sears. The trial court granted Sears’ motion for summary judgment.
After defending the Troung matter at its own expense, Sears brought the current action against Weingarten and Commercial Union. Sears sued Weingarten for breach of contract alleging that, although Weingarten did obtain a commercial general liability policy covering the premises, the coverage of that policy did not comply with the terms of the lease agreement. Sears sued Commercial Union for breach of contract, breach of the duty of good faith and fair dealing, and violations of the Texas Insurance Code. Sears alleged it had standing to bring these claims against Commercial Union as a named insured on the Weingarten policy.
Commercial Union moved for summary judgment alleging that Sears was not a named insured under the Weingarten policy, and, therefore, had no cause of action against Commercial Union. The trial court granted Commercial Union’s motion for summary judgment.
Sears contended that Commercial Union did not conclusively prove that Sears was not a named insured under the Weingarten policy, and that, to the contrary, the policy unambiguously shows that Sears was a named insured.
Commercial Union alleged that it was entitled to summary judgment on Sears’ allegations of breach of contract, breach of the duty of good faith and fair dealing, and violations of the Insurance Code, because Sears was not a named insured under the Weingarten policy, and, therefore, could not maintain any action against Commercial Union. Commercial Union correctly stated that, if it proved as a matter of law that Sears was not a named insured on the Weingarten policy, summary judgment was appropriate. As alleged in its petition, Sears’ breach of contract claim stated only that, as a named insured on the Weingarten policy, Sears was entitled to defense and indemnification from Commercial Union.
First, Commercial Union argued that Sears was not one of the four Weingarten entities specifically listed as named insureds. Next, Commercial Union argued that the “catch-all” provision following the enumerated companies was clearly designed to insure that all related Weingarten entities would not be left without coverage simply because their names were not specifically listed. According to Commercial Union, Sears, as a tenant of Weingarten, is not a “subsidiary, affiliated, associated or allied” company, corporation, firm or organization as contemplated by the policy language.
Commercial Union included the deposition testimony of Bob Wise, Sears’ corporate representative. Wise testified that Sears is not a subsidiary to, nor “affiliated, associated or allied” with, any Weingarten entity. Wise further testified that Sears and Weingarten do not own stock in each other and that the only relationship between the two entities was that of landlord-tenant.
Sears made no attempt in its response to Commercial Union’s motion for summary judgment or in its appellate brief to rebut Commercial Union’s argument that Sears was not a “subsidiary” to, or “affiliated, associated or allied” with, the Weingarten entities specifically listed in the “named insured” indorsement. Sears simply argued that it is a “corporation, firm, or organization,” and ignored the modifying language preceding this phrase. When construing an insurance policy, a court must give effect to all of the policy’s provisions, with each clause being used to help interpret the others. The phrase “subsidiary, affiliated, associated or allied” contemplates a more intimate relationship than that of landlord-tenant, which was the extent of the relationship between Weingarten and Sears.
Based on the reading of the four corners of the Weingarten insurance policy and on uncontroverted summary judgment evidence from both parties, the court held that the policy unambiguously does not include Sears as a named insured. The court held that the “catch-all” paragraph, which Sears attempted to invoke, was designed to insure that no related Weingarten entity is left without coverage merely because its name was not specifically listed. Therefore, because Commercial Union proved as a matter of law that Sears was not a named insured under the Weingarten policy, summary judgment was appropriate on Sears’ breach of contract, breach of the duty of good faith and fair dealing, and Insurance Code causes of action.