"Related Claims" in the contract at issue in Health First were defined as follows: Health First, Inc. v. Capitol Specialty Ins. Corp., 747 F. App'x 744, 751 (11th Cir. 2018). all Claims for Wrongful Acts based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events, whether related logically, causally or in any other way.
Interpreting a much broader related claims provision that grouped claims "in any way involving the same or related facts . . . whether related logically, causally or in any other way," the Health First court found that all of the underlying complaints described a continuing pattern of anticompetitive behavior by the same defendant, which allegedly "used its monopolistic power to coerce doctors to admit patients exclusively to [its] facilities." Health First, Inc. v. Capitol Specialty Ins. Corp., 747 F. App'x 744, 751 (11th Cir. 2018).
evertheless, suggests that, even if factually or logically connected, its 2019 and 2020 claims against the Coblentz directors cannot relate back to those in the Wasik Initial Suit because none of its causes of action are dependent on the claims asserted by Wasik in 2016. This interdependency theory, however, defies the policies' plain language, and is inconsistent with the standard applied by courts under Florida law when determining relatedness in the insurance coverage context. See, e.g., Gidney v. Axis Surplus Ins. Co., 140 So.3d 609, 615 (Fla. Dist. Ct. App. 2014) (finding relatedness where “the Revitz claim and the [subsequent] class claim [were] based on the same course of conduct by [the company], particularly its alleged failure to conduct due diligence, maintain proper accounting, and detect and report prior encumbrances on the properties which provided collateral for the loans.”); Health First, Inc. v. Capitol Specialty Ins. Corp., 747 Fed.Appx. 744, 751 (11th Cir. 2018) (holding that different parties and different chronologies did not negate relatedness between the lawsuits where “all the underlying complaints described” a “continuing pattern or practice of behavior.”); Zodiac Grp., Inc. v. Axis Surplus Ins. Co., 542 Fed.Appx. 844, 849 (11th Cir. 2013) (rejecting claim that the addition of new defendants yielded a “new Wrongful Act”, and finding relatedness where lawsuits claimed wrongful acts
. 74 at 20-21. Because a duty to indemnify cannot exist if there is no duty to defend, see Health First, Inc. v. Capitol Specialty Ins. Corp., 747 Fed.Appx. 744, 750 (11th Cir. 2018), First Mercury argues that it has also proven that no duty to indemnify exists. Doc. 74 at 21.
Unlike the duty to defend, "'which is generally triggered by the allegations in the underlying complaint, an insurance company's duty to indemnify an insured party is narrower and is determined by the underlying facts adduced at trial or developed through discovery during the litigation.'" Health First, Inc. v. Capitol Ins. Corp., 747 F. App'x 744, 749 (11th Cir. 2018).
Unlike the duty to defend, "'which is generally triggered by the allegations in the underlying complaint, an insurance company's duty to indemnify an insured party is narrower and is determined by the underlying facts adduced at trial or developed through discovery during the litigation.'" Health First, Inc. v. Capitol Ins. Corp., 747 F. App'x 744, 749 (11th Cir. 2018). While the duty to defend arises as soon as a relevant claim is made based on the facts and legal theories alleged in the pleadings, the duty to indemnify is based on the actual facts, not only those that were alleged in the state court complaint.
Courts, including the Fourth Circuit, have found similar related claims provisions to be unambiguous. See, e.g.,Nomura Holding Am., Inc. v. Fed. Ins. Co. , 629 F. App'x 38, 40 (2d Cir. 2015) (applying New York law and interpreting the plain language of an identical related claims provision); Health First, Inc. v. Capitol Specialty Ins. Corp. , 747 F. App'x 744, 751 (11th Cir. 2018) (applying Florida law and interpreting the plain language of the same related claims provision as broad enough even to "reach conduct with a somewhat attenuated connection."); Direct Gen. Ins. Co. v. Houston Cas. Co. , 139 F. Supp. 3d 1306, 1315 (S.D. Fla. 2015), aff'd sub nom. 661 F. App'x 980 (11th Cir. 2016) (applying Tennessee law and finding that the same related claims provision is "very broad" and "requires only that the claims ‘indirectly aris[e] out of’ related circumstances." (alteration in original)); see alsoW.C. & A.N. Miller Dev. Co. v. Cont'l Cas. Co. , 814 F.3d 171, 176 (4th Cir. 2016) (applying Maryland law and finding "interrelated wrongful acts," defined in the policy as "any wrongful acts which are logically or causally connected by reason of any common fact, circumstance, situation, transaction or event," to be "expansive" and unambiguous).
In an insurance case not involving an exclusion, the Eleventh Circuit recently held such language was "extremely broad." Health First, Inc. v. Capitol Specialty Ins. Corp., No. 17-11181, 2018 WL 4025461, at *5 (11th Cir. Aug. 22, 2018). If the claims Plaintiffs seek coverage for "in any way" involve security sales, the exception applies.
In an insurance case not involving an exclusion, the Eleventh Circuit recently held such language was "extremely broad." Health First, Inc. v. Capitol Specialty Ins. Corp., 2018 WL 4025461, at *5 (11th Cir. Aug. 22, 2018). The underlying complaint, meanwhile, concerns "an action for damages, or in the alternative rescission, arising from [Buyers' and Plaintiff Sullivan's] misrepresentations and omissions of material facts in connection with the Buyers' purchase of shares in [CBB] from Sellers on or about April 1, 2015."