ACW Corporation v. Maxwell, 2019 WL 3024049, at *2 (Del. Super.) (citing Total Care Physicians, P.A. v. O'Hara, 798 A.2d 1043, 1050 (Del. Super. 2001); United Vanguard Fund, Inc. v. TakeCare, Inc., 693 A.2d 1076, 1079 (Del. 1997)). United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *8 (Del. Super.) aff'd, 38 A.3d 1255 (Del. 2012).

Id. at A730 (emphasis added). See First Solar, Inc. v. Nat’l Union Fire Ins. Co. of Pittsburgh, PA, 274 A.3d 1006 (Del. 2022) (citing United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *3 (Del. Super. June 13, 2011), aff’d, 38 A.3d 1255 (Del. 2012)). B

Id. at *3 (quoting XL Specialty Policy, § I). A "claims made" policy bars coverage for claims made after the inception date of the policy. United Westlabs, Inc. v. Greenwich Ins. Co. , 2011 WL 2623932, at *3 (Del. Super. June 13, 2011), aff'd, 38 A.3d 1255 (Del. 2012). App. to Opening Br. at A067 (Primary Policy § 13).

A "claims made" policy bars coverage for claims made after the inception date of the policy. United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *3 (Del. Super. June 13, 2011), aff'd, 38 A.3d 1255 (Del. 2012). App. to Opening Br. at A067 (Primary Policy § 13).

Insurance policies typically include separate coverage of defense costs, even for claims that are “groundless” or “false.” See, e.g., United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *3 (Del.Super.Ct. June 13, 2011) (requiring insurer to defend “even if any of the allegations of the Claim are groundless, false or fraudulent”), aff'd,38 A.3d 1255 (Del.2012) (TABLE); DynCorp v. Certain Underwriters at Lloyd's, London, 2009 WL 3764971, at *4 (Del.Super.Ct. Nov. 9, 2009) (policy requiring insurer to defend claims “even if groundless, false, [or] fraudulent”); see also, Pac. Ins. Co. v. Liberty Mut. Ins. Co., 956 A.2d 1246, 1250 (Del.2008) (providing that insurer has a “duty to defend any ‘suit’ ”). In its affirming opinion, the Seventh Circuit explained that “no duty to defend means no duty to pay for the outlays of defense on a current basis.

See LaPoint v. AmerisourceBergen Corp., 970 A.2d 185, 190 (Del. 2009) (merger agreement required buyer to "indemnify, defend and hold harmless"); see also Convergent Wealth Advisors LLC v. Lydian Holding Co., 2012 WL 2148221, at *1 (S.D.N.Y. June 13, 2012) (stock purchase agreement required sellers to "indemnify, defend, and hold [the Buyer] harmless . . . from . . . all Losses . . . . based on events occurring prior to closing"); Molex Inc. v. Wyler, 334 F. Supp. 2d 1083, 1085 (N.D. Ill. 2004) (stock purchase agreement required seller to "indemnify and defend [purchaser] for any loss or expenses relating to any claim made by persons not disclosed"). Insurance policies typically include separate coverage of defense costs, even for claims that are "groundless" or "false." See, e.g., United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *3 (Del. Super. Ct. June 13, 2011) (requiring insurer to defend "even if any of the allegations of the Claim are groundless, false or fraudulent"), aff'd, 38 A.3d 1255 (Del. 2012) (TABLE); DynCorp v. Certain Underwriters at Lloyd's, London, 2009 WL 3764971, at *4 (Del. Super. Ct. Nov. 9, 2009) (policy requiring insurer to defend claims "even if groundless, false, [or] fraudulent"); see also, Pac. Ins. Co. v. Liberty Mut. Ins. Co., 956 A.2d 1246, 1250 (Del. 2008) (providing that insurer has a "duty to defend any 'suit'"). Lear Corp. v. Johnson Elec. Holdings Ltd., 2003 WL 21254253, at *8 (N.D. Ill. May 30, 2003), aff'd, 353 F.3d 580 (7th Cir. 2003).

, the Court has yet to make a definitive ruling on the objective standard's applicability to 18 Del. C. § 2711(2). Smith v. Keystone, 2005 WL 791387, at *3 (Del. Super.); Windsor-Mount Joy Mut. Ins. Co. v. Jones, 2009 WL 3069695, at *3 (Del. Super.); United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *12 (Del. Super.), aff'd, 38 A.3d 1255 (Del. 2012); see also Restatement (Second) of Contracts § 164(2). Restatement (Second) of Contracts § 164(2); Restatement of the Law of Liability Insurance § 8 (2019) ("[T]he materiality analysis focuses on a 'reasonable insurer in this insurer's position ....'")

Instead, the Court will draw reasonable inferences from the complaint as a whole.Pfizer, 2019 WL 3306043, at *9 (internal quotation marks omitted); see United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *11-12 (Del. Super. Ct. June 13, 2011) (same). Pfizer, 2019 WL 3306043, at *10.

But the two differ with respect to the reasonable interpretation of the type of "related" or "interrelated" exclusion at issue in this case. See, e.g., United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *8 (Del. Super. Ct. June 13, 2011), aff'd, 38 A.3d 1255 (Del. 2012) ("Where the insured has shown that a claim is covered by an insurance policy, the burden shifts to the insurer to prove that the event is excluded under the policy."); Zunenshine v. Exec. Risk Indem., Inc., 1998 WL 483475, at *4 (S.D.N.Y. Aug. 17, 1998), aff'd, 182 F.3d 902 (2d Cir. 1999) ("[T]he insurer bears the burden of proving that the policy's exclusions "clearly and unmistakably" apply to the insured's claims.").

Actions may be "related" when they involve "fundamentally identical" claims. Courts have found that merely sharing common facts and events does not necessarily mean that actions are "related" for purposes of allowing or denying coverage.United Westlabs, Inc. v. Greenwich Ins. Co., 2011 WL 2623932, at *11 (Del. Super.). See Medical Depot, Inc. v. RSUI Indemnity Company, 2016 WL 5539879, at *14 (Del. Super.).