Opinion
Civil Action No. 1:97-1100-RV-S
April 30, 2001
JUDGMENT
In accordance with the court's April 30, 2001, order granting summary judgment in favor of defendant United States Fire Insurance Company, plaintiff Willis Corroon Corporation of Birmingham shall recover nothing from defendant in this action. Pursuant to Federal Rule of Civil Procedure 58, judgment is hereby entered in favor of defendant United States Fire Insurance Company and against plaintiff Willis Corroon Corporation of Birmingham.
Costs are taxed against plaintiff.
ORDER
This matter is before the court on the following documents:
1. "Motion for Summary Judgment," (doc. 53), with a supporting memorandum of law incorporated therein and evidentiary materials (located in a redwell), filed by defendant United States Fire Insurance Company, together with Proposed Findings of Fact and Conclusions of Law as required by Local Rule 7.2.(a);
2. Response, (doc. 63), as amended, (doc. 68), filed by plaintiff Willis Corroon Corporation of Birmingham, together with evidentiary materials, (doc. 67);
After due consideration of defendant's "Motion to Strike Affidavit of Knight Berman," (doc. 70), and plaintiff's response, (docs. 73 74), it is ORDERED that the motion to strike is DENIED. That said, the court has only considered those portions of the affidavit which are not inconsistent with his prior deposition testimony.
3. Reply, (doc. 66), filed by defendant;
4. Surreply, (doc. 69), filed by plaintiff;
5. The parties' Joint Pretrial Document, (doc. 80);
6. Proposed supplemental order, (doc. 87), filed by defendant; and
7. Objections to the proposed supplemental order, (doc. 82), filed by plaintiff.
After due consideration, the court finds that no genuine issue of material fact exists and that defendant is entitled to summary judgment as a matter of law pursuant to Federal Rule of Civil Procedure 56 as to all of plaintiff's claims. Accordingly, it is ORDERED that the motion for summary judgment is GRANTED.
UNCONTROVERTED FACTS
Almost all of uncontroverted facts are taken from the "Uncontested Facts" section in the parties' Joint Pretrial Document.
1. Plaintiff Willis Corroon Corporation of Birmingham is an insurance agent/broker. Plaintiff's state of incorporation is Alabama, and its principal place of business is in Birmingham, Alabama.
2. Defendant United States Fire Insurance Company (hereinafter "U.S. Fire") is an insurance carrier. Defendant's state of incorporation is New Jersey, and its principal place of business is in New Jersey.
3. Defendant U.S. Fire issues commercial liability insurance policies to various companies and individuals. U.S. Fire is part of a group of affihated insurance companies known as Crum Forster Insurance. The court will refer collectively herein to U.S. Fire and Crum Forster Insurance as "Crum Forster".
4. From 1990 through 1994, Crum Forster issued a series of one year primary commercial general liability insurance policies to Mitchell Brothers, Inc. and certain of its owners and employees ("Mitchell Brothers"). During the same time period, Crum Forster issued a series of umbrella policies to Mitchell Brothers. All of these policies were procured by Mitchell Brothers through its insurance agent, Willis Corroon.
5. During the relevant time period, Willis Corroon was authorized to produce Crum Forster policies through an Agency-Company Agreement between Willis Corroon and Crum Forster. Def's Exh. No. 22.
6. After the Crum Forster policies terminated in 1994, Mitchell Brothers procured, through Willis Corroon, similar policies with Aetna Property and Casualty Company.
7. The policies issued to Mitchell Brothers by Crum Forster and Aetna are as follows:
PRIMARY POLICIES
COVERAGE PERIOD CARRIER POLICY NUMBER
1/1/90 — 7/1/90 Crum Forster 5430158019 7/1/90 — 7/1/91 Crum Forster 5430158091 7/1/91 — 7/1/92 Crum Forster 5430479067 7/1/92 — 7/1/93 Crum Forster 5430600882 7/1/93 — 7/1/94 Crum Forster 5430600999 7/1/94 — 12/19/94 Crum Forster 5430674979 12/19/94 — 12/19/95 Aetna 076AQ0023822888 12/19/94 — 12/19/95 Aetna 076GL24409533 12/19/95 — 12/19/96 Aetna 076GL25122648
UMBRELLA POLICIES
7/1/90 — 7/1/91 Crum Forster 523533955 7/1/91 — 7/1/92 Crum Forster 523191477 7/1/92 — 7/1/93 Crum Forster 5236381242 7/1/93 — 7/1/94 Crum Forster 5236512666 7/1/94 — 7/1/95 Crum Forster _____________ 7/1/95 — 7/1/96 Aetna 076X514915957
This policy number was not provided by the parties.
8. All of the relevant policies issued by Crum Forster and Aetna were occurrence-based policies.
9. At all material times, Willis Corroon handled substantially all of Mitchell Brothers' insurance matters. Mitchell Brothers and Willis Corroon had in place a procedure for reporting claims made against Mitchell Brothers to its various insurance carriers. That procedure provided that Mitchell Brothers would report any and all claims directly to Willis Corroon and would rely on Willis Corroon to report the claims to the appropriate insurance carrier.
10. On April 19, 1995, a draft of a legal complaint was delivered to Mack Binion, a lawyer who represented Mitchell Brothers. The draft complaint (hereinafter "draft complaint" or "potential lawsuit") contained allegations that Mitchell Brothers had denied tenancy to seventeen plaintiffs that had applied for apartments at complexes owned and/or managed by Mitchell Brothers. The draft complaint alleged that Mitchell Brothers had intentionally denied the plaintiffs' applications for tenancy on the basis of race, in violation of various federal statutes. In addition to the federal statutory causes of action, the draft complaint alleged intentional fraud and contained a class action claim on behalf of other prospective applicants whose applications were denied on the basis of race. The draft complaint was accompanied by affidavits of former Mitchell Brothers employees supporting these allegations. The cover letter sent with the draft complaint and affidavits indicated that the complaint would be filed in one week.
As set forth supra, suit was not actually filed until September 1995, 3 1/2 months after Binion was provided a copy of the draft complaint.
11. Following its usual procedure, Mitchell Brothers forwarded the draft complaint, affidavits, and cover letter to Mr. Knight Berman, Mitchell Brothers' primary contact at Willis Corroon, with instructions that Willis Corroon forward the documents to Mitchell Brothers' insurance carrier.
12. Berman read the entire draft complaint to determine which of Mitchell Brothers' carriers should be notified of the potential lawsuit. Berman focused on the seventeen paragraphs alleging the date that each plaintiff was allegedly denied tenancy by Mitchell Brothers. Berman then compared each of those specific dates with a list of Mitchell Brothers' liability insurance policies procured by Willis Corroon since 1990.
13. Paragraph 44 of the draft complaint alleged that the "Plaintiffs did not learn until the middle of November 1994" that they had been denied tenancy by Mitchell Brothers due to their race, and the "Plaintiffs could not have discovered with due diligence that they had been denied housing due to their race before November 1994."
14. In the draft complaint, the earliest date alleged as a date a plaintiff was actually denied tenancy was "April 1991" and the latest date was "1992." Berman concluded that these dates were the only dates significant to the determination of what carriers should be notified of the claims in the draft complaint. After consulting the list of Mitchell Brothers' policies, Berman determined that Crum Forster was the only carrier that had issued policies to Mitchell Brothers between "April, 1991" and "1992" that might provide coverage for a potential lawsuit.
15. Berman then instructed Betty Majure in Willis Corroon's claims department to report the potential lawsuit to Crum Forster. Consequently, on or about May 1, 1995, Crum Forster received Willis Corroon' notice of the potential lawsuit, and the claim was assigned to Alan Eubanks, a Liability Claims Examiner in Crum Forster's Atlanta claims office.
The notice included a copy of the draft complaint and affidavits.
16. Eubanks handled the claim only with respect to the primary policies issued by Crum Forster. After setting up a claim file, Eubanks read the draft complaint and concluded that the Crum Forster primary policies under which Willis Corroon had reported the claim on behalf of Mitchell Brothers would not provide coverage for those allegations. Eubanks then sent a letter dated May 10, 1995, to Mitchell Brothers advising of Crum Forster's position that its primary policies would not provide coverage for the allegations in the draft complaint based on the intentional act exclusion clauses in those policies. Following Crum Forster procedure, Eubanks sent a copy of his letter to Willis Corroon.
17. Eubanks' letter did not mention anything to the effect that the potential lawsuit might fall outside the coverage periods of the primary policies Crum Forster had issued to Mitchell Brothers.
18. In his letter, Eubanks invited Mitchell Brothers to contact him if it disagreed with Crum Forster's position. As of July 24, 1995, Crum Forster had not received any communication from Mitchell Brothers or Willis Corroon indicating disagreement with Crum Forster's position that no coverage existed for the potential lawsuit, so Eubanks closed the primary claim file.
19. In May 1995, shortly after Eubanks set up a primary claim file, an umbrella claim file was set up in Crum Forster's umbrella claim department in Parsippany, New Jersey. Ellen Marion, a Claims Specialist in Crum Forster's umbrella policy department, was assigned to handle the potential lawsuit with respect to the umbrella policies Crum Forster had issued to Mitchell Brothers.
20. After reviewing the draft complaint, loss notices, and other documentation concerning the potential lawsuit provided by Willis Corroon, Marion concluded that with respect to the potential lawsuit, there would be no coverage provided by Crum Forster's umbrella policies. Marion's conclusion was based upon provisions in the umbrella policies that specifically excluded coverage for racial discrimination claims.
21. On July 5, 1995, Marion sent Mitchell Brothers a letter advising that Crum Forster was declining coverage for the potential lawsuit based upon the umbrella policy provisions excluding claims based upon racial discrimination. In accordance with Crum Forster procedure, Marion sent a copy of this letter to Willis Corroon.
22. Marion's letter did not mention anything to the effect that the Lowman claim fell outside the coverage periods of the Crum Forster umbrella policies.
23. During the relevant time period, Crum Forster did not receive any communication from or on behalf of Mitchell Brothers contesting the position taken by Marion in her July 5, 1995 letter.
24. The lawsuit was eventually filed in this court (on the undersigned's docket) bearing the case style Janel A. Lowman, et al. v. Mitchell Brothers, Inc., d/b/a MBI, Civil Action No. 1:96-0564-RV-S (" Lowman") (hereinafter "filed complaint" or "the Lowman claim"). The filed complaint was similar to the draft complaint in many respects, but it also included several new and distinct claims. First, the filed complaint added causes of action against Mitchell Brothers for negligent and wanton training and/or supervision of its employees resulting in the alleged discrimination. Second, the filed complaint added a cause of action under the Alabama Deceptive Trade Practices Act. Third, the filed complaint contained a paragraph that modified the dates that the seventeen plaintiffs allegedly discovered that they had been denied tenancy based upon race.
25. Paragraph 42 of the filed complaint read as follows:
"42. Plaintiffs did not learn until late 1994 to early 1995, that they had been denied a rental unit with the defendant due to their race. Plaintiffs could not have discovered with due diligence that they had been denied housing due to their race before late 1994 to early 1995."
This differed from the corresponding paragraph of the draft complaint which stated that the plaintiffs discovered this fact in "November 1994".
26. Again following its procedure for handling claims, Mitchell Brothers immediately forwarded the filed complaint to Willis Corroon with instructions that Willis Corroon forward the filed complaint to the insurers that insured it at the "relevant times." Def's Exh. No. 10.
27. Willis Corroon forwarded the filed complaint to Crum Forster's Atlanta claims office with a cover memo indicating that the claim was being reported under the two Crum Forster primary policies under which the draft complaint had been reported (the July 1, 1990-July 1, 1991 and July 1, 1991-July 1, 1992 policies). The Willis Corroon memo also indicated that the claim was also being reported under the umbrella policy issued by Crum Forster with a coverage period of July 1, 1991-July 1, 1992.
28. Berman read the filed complaint, but did not send it to Aetna or any other carrier. In determining to whom the filed complaint should be reported, Berman was still operating under his previous conclusion that the plaintiffs' allegations as to the dates they discovered the alleged discrimination by Mitchell Brothers were not significant. For that reason, Berman decided that the filed complaint would be sent only to Crum Forster.
29. On September 6, 1995, the filed complaint was received by Crum Forster's Atlanta claims office. Eubanks was in the process of leaving his employment with Crum Forster, so the Lowman primary claim was transferred to Lee Trail. Trail was Eubanks' supervisor.
30. Over the course of the next 90 days, Crum Forster claims personnel reviewed the coverage issues relative to the filed complaint. Crum Forster's initial evaluation indicated that the addition of the negligent hiring and supervision causes of action would likely obligate Crum Forster to provide a defense to Mitchell Brothers under the primary policies.
31. By September 27, 1995, Crum Forster claims personnel were discussing among themselves whether the "discovery" dates alleged by the Lowman plaintiffs might trigger coverage under Crum Forster policies with coverage periods in 1994 1995.
32. In October 1995, Crum Forster claims personnel retained Chip Nix, an attorney in Montgomery, Alabama, as coverage counsel to address coverage issues raised by the filed complaint and provide an opinion as to whether Crum Forster was obligated to defend and/or indemnify Mitchel Brothers with respect to the Lowman lawsuit.
33. On October 17, 1995, Kevin McNamara, a Crum Forster liability claims consultant who was involved in the Lowman primary claim, concluded that there was merit to the position that the Lowman plaintiffs' allegations of "discovery" of the discrimination might trigger potential coverage under policies covering those dates. McNamara then advised Trail that he should notify Mitchell Brothers that it should advise its carriers issuing coverage after December 1994 SO they could participate in the defense to the Lowman lawsuit.
34. On December 4, 1995, Marion discussed the Lowman claim with Jim Kraus, an attorney in Crum Forster's claims legal department. Kraus suggested that Marion supplement her previous letter to Mitchell Brothers with another letter advising that the Lowman claim may fall outside the coverage period of the umbrella policies. On that same day, Marion sent a letter to Mitchell Brothers to that effect and sent a copy to Willis Corroon.
It is not clear to the court whether, at the time Marion and Kraus had their December 4, 1995 conversation, the Crum Forster personnel in New Jersey were aware of the fact that the Crum Forster personnel in Atlanta had the "discovery" issue under consideration and were waiting for Nix to issue his opinion.
35. On December 7, 1995, Crum Forster's primary claims personnel in Atlanta received Nix's preliminary coverage opinion, but it did not address the "discovery" issue.
36. On December 18, 1995, Willis Corroon sent Aetna the filed complaint along with several loss notice forms specifying the various Aetna primary and umbrella policies issued to Mitchell Brothers with coverage periods of 1993-1996. This was the first time Willis Corroon or Mitchell Brothers had notified Aetna of the Lowman claim.
37. In mid-December 1995, Crum Forster asked Nix to supplement his coverage opinion to include an analysis of the "discovery" issue raised by the Lowman plaintiff's allegations.
38. On January 16, 1996, Nix wrote a letter to Mitchell Brothers advising that although Crum Forster did not believe its primary policies provided Mitchell Brothers with coverage for the claims of the Lowman plaintiffs, it was providing Mitchell Brothers with a defense to the Lowman lawsuit, while reserving its rights to deny coverage at a later time based upon policy provisions. Among other things, Nix advised Mitchell Brothers that because the Lowman plaintiffs alleged "discovery" dates that may fall after December 19, 1994, it was possible that the occurrences made the basis of the Lowman lawsuit may fall outside the coverage periods of the Crum Forster primary policies. Def.'s Exh. No. 19.
39. Aetna also tendered a defense to Mitchell Brothers for the Lawman lawsuit subject to a reservation of its rights to later deny coverage.
40. On June 6, 1996, Mitchell Brothers filed a lawsuit against Aetna and Willis Corroon in the Circuit Court of Mobile County, Alabama. Mitchell Brothers' claims against Aetna required a determination that Aetna was obligated to provide Mitchell Brothers with a defense and an indemnity for the claims made in the Lowman lawsuit and included a bad faith cause of action against AEtna.
41. As to Willis Corroon, Mitchell Brothers asserted a negligence claim based upon Willis Corroon's failure to notify Aetna timely in September 1995 of the filed complaint, alleging that this failure caused it to incur additional attorneys' fees and litigation expenses and prejudiced its coverage position with Aetna. Def's Exh. No. 20.
42. Mitchell Brothers' lawsuit against Aetna and Willis Corroon was tried as a non-jury case, and the state court judge entered judgment in favor of Willis Corroon and against Aetna. Def's Exh. No. 23.
In its order granting judgment in favor of Willis Corroon, the state court found that Mitchell Brothers had expressly waived all damage claims for attorneys fees and had no other damage claims for which it could recover against Willis Corroon.
43. As the Lowman lawsuit proceeded with involvement of Crum Forster and Aetna (with defense counsel the two insurance carriers provided Mitchell Brothers pursuant to the limited defense both carriers had tendered), Mitchell Brothers and Crum Forster commenced negotiations to settle their coverage dispute.
44. The coverage dispute between Mitchell Brothers and Crum Forster involved a disagreement as to whether Crum Forster owed an indemnity to Mitchell Brothers for the Lowman claim and whether Crum Forster owed an indemnity to Mitchell Brothers for the claims made in a related lawsuit ( Craft v. Mitchell Brothers).
45. On February 7, 1997, Mitchell Brothers and Crum Forster voluntarily mediated their coverage dispute and reached a settlement. Under the terms of that settlement, Crum Forster made a voluntary payment to Mitchell Brothers in exchange for Mitchell Brothers' release of any and all potential claims against Crum Forster, its employees, and the attorneys it had retained to defend Mitchell Brothers.
46. The release executed by Mitchell Brothers and Crum Forster specifically excluded any and all claims Mitchell Brothers may have against individuals or entities other than Crum Forster, its employees, and the attorneys Crum Forster has retained to defend Mitchell Brothers in the Lowman and Craft lawsuits.
47. As noted above, Willis Corroon and Crum Forster were parties to an Agency-Company Agreement at the time Willis Corroon placed the subject policies on behalf of Mitchell Brothers. The agreement authorized Willis Corroon to "solicit, receive and transmit to" Crum Forster proposals for commercial lines insurance contracts. The agreement also authorized Willis Corroon to provide all usual and customary services of an insurance agent on all Crum Forster insurance contracts placed by Willis Corroon, including collection, accounting and/or payment of premiums. The agreement also allowed Willis Corroon to represent other insurance carriers and to exercise exclusive and independent control over the manner in which Willis Corroon conducted its business. Def's Exh. No. 22.
48. The agreement also contained provisions wherein Crum Forster was obligated to indemnify and hold Willis Corroon harmless against all civil liability which Willis Corroon may become obligated to pay to or on behalf of any policyholder, including attorney's fees and costs of investigation and defense incident thereto, arising as a direct result of the following:
(a) Any error or omission by Crum Forster in the preparation, processing, handling, or billing of business placed with Crum Forster by Willis Corroon, except to the extent that Willis Corroon "caused, compounded or contributed to such error;"
(b) An insured's failure to receive to notice of cancellation, non-removal or other notice affecting coverage on company-billed business, where such notices are directly sent to the insured by Crum Forster, except when Willis Corroon has caused, compounded or contributed to such failure;
(c) Any action or inaction of Willis Corroon in the use of forms supplied by Crum Forster, or following instructions or procedures established by Crum Forster, except when Willis Corroon "has caused compounded or contributed to such failure."
CONCLUSIONS OF LAW
I.Jurisdiction and VenueThe court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332. Venue is proper pursuant to 28 U.S.C. § 1391 (a).
II. Legal Standard for Summary Judgment
As the Court of Appeals for the Eleventh Circuit has cogently explained:
Summary judgment is proper in cases in which there is no genuine issue of material fact. Fed.R.Civ.P. 56(c) . . . . [The court] must view all of the evidence in the light most favorable to the nonmoving party. Samples ex. rel. Samples v. Atlanta, 846 F.2d 1328, 1330 (11th Cir. 1988). The movant bears the initial burden of presenting evidence sufficient to demonstrate the absence of a genuine issue of material fact. Celotex Co. v. Catreet, 477 U.S. 317, 323, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986). When the movant has met its burden, the non-movant must then designate, by affidavits, depositions, admissions, and answers to interrogatories, specific facts showing the existence of a genuine issue for trial. Jeffery v. Sarasota White Sox, Inc., 64 F.3d 590, 593-94 (11th Cir. 1995).Southern Solvents, Inc. v. New Hampshire Insur. Co., 91 F.3d 102, 104 (11th Cir. 1996).
III. Discussion
Generally, Willis Corroon asserts that Crum Forster negligently and wantonly handled the Mitchell Brothers claim and that Crum Forster breached the Agency-Company Agreement between it and Willis Corroon. The parties have raised and briefed a number of issues. The court is of the opinion that it need not resolve those issues, because even if it resolves all of the issues in favor of Willis Corroon, Crum Forster is still be entitled to summary judgment.
In its Second Amended Complaint, (doc. 35), plaintiff alleges that Crum Forster acted negligently and wantonly with respect to its settlement with Mitchell Brothers of the Lowman case. However, because Willis Corroon did not include this issue in its list of "Contested Legal Issues" in the parties' Joint Pretrial Document, (doc. 80), plaintiff is deemed to have abandoned this claim. Even if were not so abandoned, the court concludes that defendant is entitled to summary judgment on that issue for the reasons set forth in it summary judgment briefs.
The parties vigorously dispute whether Crum Forster owed a duty to Willis Corroon (as opposed to the insured, Mitchell Brothers) to handle the claim in a non-negligent and non-wanton manner. Inextricably intertwined with this issue is the question of whether Willis Corroon was an agent of Crum Forster. For purposes of this ruling, the court will assume that Crum Forster owed a duty to Willis Corroon and that Willis Corroon was an agent of Crum Forster.
Even Willis Corroon cannot take a definitive stance on this question, opting instead for a chamaeleon-like position that it is an agent of the insured for certain purposes and that it is an agent of the insurance carrier for other purposes.
Willis Corroon admits that it owed a duty to Mitchell Brothers to notify it timely that the Lowman claim was covered by one or more of the Aetna policies issued to Mitchell Brothers; Willis Corroon essentially admits that it breached that duty, and the uncontroverted evidence clearly establishes that Willis Corroon breached its duty to Mitchell Brothers. Willis Corroon also admits that it owed a duty to Aetna to notify it timely of the Lowman claim, for that claim covered under one or more of the Aetna policies; Willis Corroon breached that duty. Those critical admissions notwithstanding, Willis Corroon claims that Crum Forster is responsible for those breaches. Specifically, Willis Corroon claims that its employee responsible for such notification (Berman) was "lulled" (Willis Corroon's terminology) by Crum Forster into not notifying Mitchell Brothers and Aetna timely by Crum Forster's failure to deny coverage (within Crum Forster's self-established 30-day window) on the ground that the Lowman claim fell outside the coverage period.
After due consideration, the court concludes that, even if Crum Forster had a duty to notify Willis Corroon within a certain period of time that the Lowman claim fell outside the coverage period, Willis Corroon (under its own duty to make the same determination) was contributorily negligent in not determining accurately which insurance carrier had coverage of the Lowman claim. Both Willis Corroon and Crum Forster are large corporations with ample resources available at its disposal. Both Willis Corroon and Crum Forster are equally knowledgeable regarding insurance, for the business of both corporations is the insurance business. Understanding and interpreting insurance policies is a fundamental essential for both Willis Corroon and Crum Forster. The parties' "equal footing" is implicitly acknowledged in the Agency-Company Agreement, which voids Crum Forster's responsibility to indemnify Willis Corroon for Crum Forster's (1) errors or omissions in the handling of business placed with Crum Forster by Willis Corroon and (2) failure to provide notice to the insured of a lack of coverage, when "Willis Corroon caused, compounded, or contributed to such error."
Both Willis Corroon and Crum Forster had a duty to review the Lowman complaint and determine whether any Crum Forster policy provided coverage. Indeed, Willis Corroon had the additional duty of reviewing the Lowman claim and determining whether any of the other insurance policies it had placed for Mitchell Brothers (information Crum Forster would not be expected to know) provided coverage. Clearly, the uncontroverted facts establish that Willis Corroon "caused, compounded, or contributed to" the insured not receiving timely notice that Crum Forster's policies did not cover the entire Lowman time period. Thus, even if Crum Forster was negligent in this regard, Willis Corroon was contributorily negligent in this regard as a matter of law.
Additionally, the court notes that there is no evidence that Crum Forster acted wantonly in any respect. Indeed, Willis Corroon made the same mistake Crum Forster did initially by not immediately recognizing that the "discovery date" allegations might cause some of the Lowman claims to fall outside of the Crum Forster policies' coverage periods. When Crum Forster did recognize the issue — a legal issue not immediately answerable — the Crum Forster employees sought legal advice. Moreover, it was Crum Forster (not Willis Corroon) who finally identified the outside-of-coverage-defense and notified Willis Corroon and Mitchell Brothers.
Finally, Willis Corroon's contributory negligence prevents it from recovering under the Agency-Company Agreement based on the above-quoted provisions.
CONCLUSION
Defendant U.S. Fire is entitled to judgment as a matter of law as to all of plaintiff's claims. In accordance with Federal Rule of Civil Procedure 58, judgment will be entered by separate document.