Stewart Title Guaranty Company v. ISGN Fulfillment Services, Inc.

Filing 22

ORDER. The 18 Motion to Dismiss is GRANTED for the reasons stated in the attached order. The 15 Motion to Dismiss is DENIED as moot. Signed by Judge Michael P. Shea on 8/18/2017. (Mac Dougall, S.)

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

STEWART TITLE GUARANTY COMPANY,

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Plaintiff
v.
ISGN FULFILLMENT SERVICES, INC,
Defendant.

No. 3:16-cv-01687

RULING ON MOTION TO DISMISS
Plaintiff Stewart Title Guaranty Company filed a two-count amended complaint against
Defendant ISGN Fulfillment Services, Inc., seeking indemnification for negligence (Count One)
and alleging breach of contract (Count Two). ISGN filed a motion to dismiss the amended
complaint alleging that the claim for breach of contract is time-barred and that the economic loss
doctrine bars the claim for indemnification. (ECF No. 18.) For the reasons stated below, the Court
GRANTS ISGN’s motion to dismiss.
I.

Background
The following factual allegations are taken from the amended complaint and are accepted

as true for the purpose of deciding ISGN’s motion to dismiss.
A. Factual Background
ISGN “is the successor to or was formerly known as General American Credits, Inc. and
Fiserv Fulfillment Services, Inc.” (ECF No. 17 at ¶ 1.) “ISGN” refers to ISGN “acting on its own
behalf or acting as its predecessor General American Credits, Inc. and/or Fiserv Fulfillment
Services, Inc.” (Id.)

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On January 18, 1995, ISGN and Stewart Title entered into a Title Insurance Underwriting
Agreement, under which ISGN would issue title insurance policies on behalf of Stewart Title as
the underwriter. (ECF No. 17 at 7, ¶ 24.) 1 Specifically, ISGN agreed to “issue title policies
according to recognized underwriting practices [and] the rules and instructions given by [Stewart
Title.]” (Id. at 45.) Further, ISGN was required to ensure that “[e]ach title policy . . . be on a form
designated by [Stewart Title] and . . . correctly reflect the status of title as of the date and time of
said policy with appropriate exceptions as to liens, defects, encumbrances, and/or objections
disclosed by the search and examination of title or known by [ISGN] to exist.” (Id.) ISGN also
agreed to keep in force a $500,000 minimum amount Title Agent Errors and Omissions Policy,
with opinions coverage and a deductible provision of no more than $5,000. (Id.) Stewart Title
agreed to “furnish to [ISGN] all regularly issued title policy, binder, commitment, and
endorsement forms necessary for the issuance of title insurance,” “maintain a capacity for the
research of matters pertaining to title insurance risks,” and “pay premium and other similar taxes
on the actual cash . . . charged for and remitted to Stewart Title by ISGN.” (Id.)
On March 3, 2006, ISGN issued a title commitment for 47 Pine Point Road, Norwalk,
Connecticut (the “Property”). (ECF No. 17 at ¶ 2.) The title commitment “indicated that the owners
of the Property were Manuel J. Perez . . . and Janet Shaw . . . , husband and wife joint tenants.”
(Id. at ¶ 3.) The title commitment was issued for a mortgage closing “by which American Brokers
Conduit would lend $1,575,000.00 to be secured by a mortgage on the Property, which mortgage
was to be granted by all owners of the property.” (Id. at ¶ 4.) On May 10, 2006, American Brokers
Conduit, the lender, issued Loan Closing Instructions to ISGN. (Id. at ¶ 5.) The Loan Closing
Instructions provided that all non-borrowing title holders must sign the signature page of the

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The amended complaint restarts its paragraph numbering in the Second Count (reiterating paragraphs 1-22 of the
First Count). Therefore, the page number is to indicate that ¶ 23 is in the Second Count of the amended complaint.

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mortgage and stated “[c]onsider this your approval to add names as necessary.” (Id. at ¶ 6.) On
May 11, 2006, ISGN conducted a closing in which American Brokers Conduit lent $1,575,000.00
to Perez. (Id. at ¶ 7.) The mortgage obtained by ISGN was signed only by Perez, and not by Shaw.
(Id. at ¶ 8.) Furthermore, ISGN “issued a short form residential loan policy on behalf of [Stewart
Title], which . . . insured the validity of the mortgage granted by . . . Perez.” (Id. at ¶ 9.)
On May 19, 2009, Stewart Title received a claim under the loan policy that was “based on
the fact that the insured mortgage was signed only by [Perez] when at the time of the policy the
Property was owned by both [Perez] and [Shaw].” (Id. at ¶ 10.) The claim was made “in
conjunction with a title search that was performed in preparation for a foreclosure of the mortgage
that was granted by [Perez].” (Id. at ¶ 12.) Stewart Title’s first notice with regard to the claim was
on May 19, 2009. (Id. at ¶ 14.) This was also the first time Stewart Title learned that ISGN “had
not obtained a mortgage from all owners of the property.” (Id. at ¶ 15.) Stewart Title, in accordance
with the title insurance policy issued by ISGN, “retained counsel to defend the validity of the
mortgage that was granted only by [Perez] and to also make a claim that the mortgage should be
reformed to include [Shaw’s] interest in the Property.” (Id. at ¶ 16.) Perez and Shaw appealed the
Superior Court decision that entered judgment reforming the mortgage to include the interest of
Shaw. (Id. at ¶¶ 17–18.) On December 3, 2013, the Appellate Court reversed the decision of the
Superior Court. (Id.) On February 17, 2015, the Connecticut Supreme Court dismissed the appeal,
finding that its earlier order granting certification to appeal had been improvidently granted. (Id.
at ¶¶ 19–20.)
Stewart Title and ISGN later entered into a Tolling Agreement in which they agreed that
“the running of all statutes of limitation would be tolled and that [ISGN] would not interpose any
defenses based on a claim that any statute of limitation expired during the period beginning on

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March 23, 2015, and ending on the ‘Termination Date’ under the Tolling Agreement.” (Id. at ¶
22.) On April 1, 2016, Stewart Title settled the claim “being made against plaintiff by its insured,
by paying an agreed settlement amount to [Perez] and [Shaw] and by their acceptance and receipt
of that payment.” (Id. at ¶ 28.) Stewart Title further alleges that because ISGN failed to disclose
that it had not obtained a mortgage from both owners of the Property, Stewart Title was deprived
“the opportunity to resolve that defect prior to the mortgage going in to default and being subject
to foreclosure.” (Id. at 6, ¶ 23.)
B. Claims
Stewart Title brings two claims against ISGN—both based on its failure to obtain a
mortgage from both owners of the Property: (1) a claim for indemnification of its “obligat[ion]
under its loan policy to defend its insured and to ultimately settle the claim” and its “loss and
damages, including the attorney’s fees and expenses incurred in defending [p]laintiff’s insured and
the amounts paid to resolve the claim”; and (2) a claim for breach of contract. (ECF No. 17 at 5–
7.) In its claim for indemnification, Stewart Title alleges that ISGN “was negligent in closing the
mortgage loan and issuing the title insurance policy in that [ISGN] did not obtain a mortgage from
all owners of the property.” (Id. at 5, ¶ 23.) In its claim for breach of contract, Stewart Title alleges
that ISGN violated the underwriting agreement because ISGN did not “conduct the mortgage
closing in a sound manner and . . . did not issue the title insurance policy . . . according to
recognized underwriting practices.” (Id. at 7, ¶ 26.) In support of both claims, Stewart Title alleges
that ISGN did not disclose to Stewart Title that ISGN “had not obtained a mortgage from all
owners of the Property, thereby depriving [Stewart Title] of the opportunity to resolve that defect
prior to the mortgage going into default and being subject to foreclosure.” (Id. at 5, ¶ 23, 7, ¶ 23.)
C. Procedural History

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On October 10, 2016, ISGN removed the case from the Superior Court of the Judicial
District of Hartford. (ECF No. 1.) On November 2, 2016, ISGN filed a motion to dismiss Stewart
Title’s original complaint. (ECF No. 15.) This Court ordered the plaintiff to file a response to the
motion or to file an amended complaint. (ECF No. 16.) Stewart Title chose to file an amended
complaint on November 23, 2016. (ECF No. 17.) On December 7, 2016, ISGN filed a motion to
dismiss the amended complaint under Fed. R. Civ. P. 12(b)(6), arguing that “the claim for breach
of contract (Second Count) is barred by the statute of limitations and that the claim for
indemnification (First Count) is barred by the economic loss doctrine and otherwise improperly
duplicative of the claim for breach of contract.” (ECF No. 18.)
II.

Standard
Under Fed. R. Civ. P. 12(b)(6), the Court must determine whether the Plaintiff has alleged

“enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007). Under Twombly, the Court accepts as true all of the complaint’s factual
allegations when evaluating a motion to dismiss. Id. at 572. The Court must “draw all reasonable
inferences in favor of the non-moving party.” Vietnam Ass’n for Victims of Agent Orange v. Dow
Chem. Co., 517 F.3d 104, 115 (2d Cir. 2008). “When a complaint is based solely on wholly
conclusory allegations and provides no factual support for such claims, it is appropriate to grant
defendant’s motion to dismiss.” Scott v. Town of Monroe, 306 F. Supp. 2d 191, 198 (D. Conn.
2004). For a complaint to survive a motion to dismiss, “[a]fter the court strips away conclusory
allegations, there must remain sufficient well-pleaded factual allegations to nudge plaintiff’s
claims across the line from conceivable to plausible.” In re Fosamax Products Liab. Litig., 2010
WL 1654156, at *1 (S.D.N.Y. Apr. 9, 2010). In other words, “a plaintiff must plead factual content
that allows the court to draw the reasonable inference that the defendant is liable for the misconduct

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alleged.” Vega v. Hempstead Union Free Sch. Dist., 801 F.3d 72, 86 (2d Cir. 2015) (internal
quotation marks and citation omitted). “An affirmative defense may be raised by a pre-answer
motion to dismiss under Rule 12(b)(6), without resort to summary judgment procedure, if the
defense appears on the face of the complaint.” See Pani v. Empire Blue Cross Blue Shield, 152
F.3d 67, 74–75 (2d Cir. 1998).
III.

Discussion
A. Breach of Contract Claim
ISGN argues that the second count of the amended complaint should be dismissed because

the complaint and the documents attached to it make clear that the applicable statute of limitations
bars the claim for breach of contract. (ECF No. 18 at 4.) Invoking the six-year statute of limitations
applicable to claims for breach of a written contract (Conn. Gen. Stat. § 52-576(a)), ISGN argues
that “Stewart Title’s claims regarding the closing would have expired on May 11, 2012, and its
claims regarding the issuance of the title policy would have expired on May 30, 2012,” because
the policy attached to the complaint is dated May 30, 2006. (Id. at 5; ECF No. 17 at 40.) Therefore,
ISGN argues, “Stewart Title’s contract claims, filed on September 8, 2016, are more than four
years late and should . . . be dismissed.” (Id.) Stewart Title argues that “[p]rior to the receipt of
the claim on or about May 19, 2009, there was no loss or damage for which the plaintiff would
have been responsible under the loan policy.” (Id. at ¶ 13.) Stewart Title also points out that the
parties entered into a tolling agreement under which “the running of all statutes of limitation would
be tolled and . . . [ISGN] would not interpose any defenses based on a claim that any statute of
limitation expired during the period beginning on March 23, 2015 and ending on the ‘Termination
Date’” under the agreement, (id. at ¶ 22) and that this action was commenced before the

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termination date. (Id. at ¶ 22.) As explained below, I agree with ISGN and find that the breach of
contract claim accrued in May 2006 and that the statute of limitations expired in May 2012.
Connecticut General Statutes § 52-576(a) provides that “[n]o action for an account, or on
any simple or implied contract, or on any contract in writing, shall be brought but within six years
after the right of action accrues . . . .” The Supreme Court of Connecticut has held that “‘[i]n an
action for breach of contract . . . the cause of action is complete at the time the breach of contract
occurs, that is, when the injury has been inflicted.’” Tolbert v. Connecticut Gen. Life Ins. Co., 257
Conn. 118, 124 (2001) (quoting Kennedy v. Johns-Manville Sales Corp., 135 Conn. 176, 180
(1948)). “[A]lthough the application of this rule may result in occasional hardship, it is well
established that ignorance of the fact that damage has been done does not prevent the running of
the statute, except where there is something tantamount to a fraudulent concealment of a cause of
action.” Tolbert, 257 Conn. at 125 (internal quotation marks and citations omitted). Furthermore,
the occurrence of an act or omission—whether it is a breach of contract or of duty—that
causes a direct injury, however slight, may start the statute of limitations running against
the right to maintain an action even if the plaintiff is not aware of the injury, and even if
all resulting damages have not yet occurred; it is sufficient if nominal damages are
recoverable for the breach or for the wrong, and where that is the case, it is unimportant
that the actual or substantial damage is not discovered or does not occur until later. The
fact that the extent of the damages cannot be determined at the time of the wrongful act
does not postpone the running of the statute of limitations.
Rosenfield v. I. David Marder & Assocs., LLC, 110 Conn. App. 679, 686 (2008) (construing Conn.
Gen. Stat. § 52-581, which imposes a 3-year limitations period on any express contract or
agreement which is not reduced to writing, using language otherwise identical to § 52-576); see
also News America Marketing In-Store, Inc. v. Marquis, 86 Conn. App. 527, 535 (2004) (“If a
party has suffered no demonstrable harm and, therefore, has no cause of action in tort, that party
may be entitled, however, to nominal damages for breach of contract . . . .”); Kaczynski v. J.

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Videira’s Paving, LLC, No. AANCV054003257, 2008 WL 344655, at *3 (Conn. Sup. Ct. Jan. 23,
2008) (permitting recovery of nominal damages for breach of contract).
The facts of Tolbert are illustrative. There, the plaintiff in 1975 entered into a contract with
Hartford Federal, whereby Hartford Federal was to procure a mortgage disability insurance policy
for her in connection with her obtaining a mortgage from Hartford Federal. Tolbert, 257 Conn. at
120. Hartford Federal obtained a disability policy for the plaintiff from Connecticut General Life
Insurance Company (“Connecticut General”), effective October 6, 1975. Id. After the plaintiff
became disabled, Connecticut General began making payments under the policy, but ceased
making payments in 1990. Id. at 120–21. The plaintiff later sued Hartford Federal for breaching a
contractual obligation to procure adequate insurance for her. Id. at 120. The plaintiff contended
that “because she was not aware that Hartford Federal had breached its contract with her until
September, 1990, when her mortgage disability insurance benefits were wrongly terminated by
Connecticut General, the statute of limitations did not begin to run until that time.” Id. at 123. The
Connecticut Supreme Court disagreed, finding that “the procurement of inadequate insurance,
which constituted the alleged breach of contract, would have resulted in legal damage as soon as
it occurred.” Id. at 125. Specifically, “the injury allegedly caused by Hartford Federal had to have
been inflicted at the time Hartford Federal procured a mortgage disability policy for the plaintiff
in September, 1975, because that policy was either adequate or inadequate at that time.” Tolbert,
257 Conn. at 125 (emphasis in original). Furthermore, the Connecticut Supreme Court held, “[t]he
fact that the plaintiff was not aware of any injury until 1990, while unfortunate, is of no import to
the determination of when the alleged breach by Hartford Federal occurred.” Id. at 126. Therefore,
the Supreme Court concluded, “if the contract was breached, it was breached in September, 1975,
when the alleged procurement of inadequate insurance occurred.” Id.

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The reasoning of Tolbert shows that the same statute of limitations bars the breach of
contract claim here. The alleged breaches of contract were the failure of the defendant to obtain “a
mortgage from all owners of the property” on May 11, 2006 and the failure to issue a title insurance
policy that correctly reflected the joint ownership of the property. (Id. at 5, ¶ 24.) Specifically,
Stewart Title alleges that ISGN “did not conduct the mortgage closing in a sound manner and . . .
(a) did not issue the title insurance policy according to recognized underwriting practices; and (b)
the title insurance policy issued by [ISGN] did not correctly reflect the status of title as of the date
and time of said policy.” (Id. at 7, ¶ 26.) Those alleged breaches of contract occurred in May 2006,
and Stewart Title could have sued for them at that time, seeking, for example, at least nominal
damages and possibly specific performance. Although Stewart Title alleges that “[p]rior to the
receipt of the claim on or about May 19, 2009, there was no loss or damage for which the Plaintiff
would have been responsible under the loan policy” (ECF No. 17 at ¶ 13), as shown, significant
loss or damage need not have materialized for a breach of contract claim to accrue. And some
injury did occur, i.e., the creation of a risk of loss to Stewart Title. Indeed, the contract itself treats
the creation of such a risk as an injury, citing as an example of a “loss” arising under the contract
a “failure to prepare a title policy which shows defects and matters affecting title disclosed in the
title search or which should have been disclosed in the title search.” (ECF No. 17 at 45.) Stewart
Title’s ignorance of the alleged breach until May 19, 2009 “is of no import to the determination”
of when it occurred. Tolbert, 257 Conn. at 126. Stewart Title had six years from the date the
mortgage was procured or from the date the policy was issued to file an action against ISGN.
Therefore, it could have filed a claim within the statute of limitations if it had brought the suit no
later than May 30, 2012. Because this lawsuit was filed in 2016, more than six years “after the
right of action accrue[d],” the claim for breach of contract is barred by General Statute § 52-576(a).

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i.

Continuous Course of Conduct

Stewart Title also alleges in its complaint that there was “a continuing relationship after
the closing of the subject mortgage” with ISGN. (ECF No. 17 at 5, ¶ 24.) But in its brief opposing
ISGN’s motion to dismiss, Stewart Title did not address any tolling doctrines under a “continuing
relationship” or any other theory, even after ISGN specifically argued in its brief that the
“continuing course of conduct doctrine does not apply.” (ECF No. 18–1 at 9.) “When a plaintiff’s
specific claim is attacked in a motion to dismiss, a plaintiff must rebut the defendant’s argument
against that claim or it shall be deemed abandoned.” Massaro v. Allingtown Fire District, No.
3:03-cv-00136 (EBB), 2006 WL 1668008, at *5 (D. Conn June 16, 2006). Therefore, Stewart Title
has abandoned any “continuing relationship” or similar tolling theory. Nonetheless, even if it had
responded to ISGN’s arguments, Stewart Title has not alleged adequate facts to establish that a
continuing duty existed that would have tolled the statute of limitations.2
B. Count One Claim for Indemnification
ISGN also moves to dismiss the indemnification claim of the amended complaint on the
basis of the economic loss doctrine. Under Connecticut law, “the economic loss doctrine bars
negligence claims that arise out of and are dependent on breach of contract claims that result only
in economic loss.” Ulbrich v. Groth, 310 Conn. 375, 410 (2013). In Ulbrich, the Court found that
claims could not be independent where they “are premised on the same alleged conduct with

Stewart Title’s allegations regarding a “continuing relationship” are conclusory (ECF No. 17 at 5, ¶ 24, 6, ¶ 23)
and provide no facts to support the notion that ISGN had a continuing duty to advise Stewart Title of its own
negligence with respect to a completed real estate transaction. No such duty is imposed on ISGN by the
underwriting agreement either. Finally, the rationale for the continuing course of conduct doctrine would make it a
poor fit here: “the [continuing course of conduct] doctrine is generally applicable under circumstances where it may
be impossible to pinpoint the exact date of a particular negligent act or omission that caused injury or where the
negligence consists of a series of acts or omissions and it is appropriate to allow the course of action to terminate
before allowing the repose section of the statute of limitations to run . . . .” Giulietti v. Giulietti, 65 Conn. App. 813,
834 (2001) (alterations omitted). Here, the alleged breach of contract occurred on two specified dates (May 11, 2006
and May 30, 2006, ECF No. 17 at ¶¶ 7–9 and Ex. D) and concerned a particular real estate transaction that was
completed in 2006, rather than an ongoing series of acts or omissions.
2

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respect to the same personal property and rely on the same evidence” and where the plaintiff can
provide “no theory under which [it] could prevail on [its] negligence . . claim[]” if the breach of
contract claim failed. Id. at 404–5.
Although previously Connecticut courts distinguished UCC article 2 cases and non-UCC
cases for the purposes of the economic loss doctrine (see Flagg Energy Dev. Corp. v. Gen. Motors
Corp. 244 Conn. 126, 153 (1998))—applying the economic loss doctrine only to UCC article 2
cases—Ulbrich’s holding was not so limited. Ulbrich, 310 Conn. at 404–7 . Courts addressing this
issue since Ulbrich have not restricted the economic loss doctrine to UCC cases either. See Fleming
v. Government Employees Ins. Co., 86 F. Supp. 3d 102, 108 (D. Conn. 2015) (stating that the court
in Ulbrich “extended the application of the economic loss doctrine beyond article 2 of the UCC”
and finding that the economic loss doctrine barred the plaintiffs’ negligent failure-to-settle claim);
see also Drill Master-Eldorado Tool, Inc. v. PCC Specialty Products, Inc., 49 F.Supp. 3d 188,
203–204 (D. Conn. 2014) (“[Plaintiff’s] negligence claim is based on [defendant’s] alleged duty
[to timely and properly investigate, characterize, and remediate environmental contamination]
under the Asset Purchase Agreement, so it is based on contract liability. Moreover, [plaintiff] has
claimed economic damages only as a result of [defendant’s] alleged negligence. Thus [plaintiff’s]
negligence claim is barred by the economic loss doctrine.”).
Here, the economic loss doctrine bars the plaintiff’s indemnification claim. The facts pled
in the amended complaint in support of both the contract claim and the indemnification claim rely
on the same conduct. In the first claim, for indemnification, Stewart Title alleges that “Defendant
was negligent in closing the mortgage loan and issuing the title insurance policy in that Defendant
did not obtain a mortgage from all of the owners of the Property” and “Defendant was further
negligent in not disclosing to the Plaintiff that Defendant had not obtained a mortgage from all

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owners of the Property, thereby depriving Plaintiff of the opportunity to resolve that defect prior
to the mortgage going into default and being subject to foreclosure.” (ECF No. 17 at 5 ¶¶ 23–24.)
In the second claim, for breach of contract, Stewart Title alleges that “Defendant breached the
Underwriting Agreement in that: Defendant did not conduct the mortgage closing in a sound
manner and Defendant did not issue the title insurance policy . . . according to recognized
underwriting practices; and the title insurance policy issued by Defendant did not correctly reflect
the status of title as of the date and time of said policy.” (Id. at 7, ¶ 26.) Both claims are based on
the same conduct—failing to put a co-owner’s name on the mortgage and title insurance policy.
Even Stewart Title admits that “the underlying facts [are] the same for both claims.” (ECF No. 19
at 13.) If Stewart Title failed to prove those facts, it would lose on both claims. See Ulbrich, 310
Conn. at 404–5 (economic loss doctrine bars claim where plaintiff can provide “no theory under
which [it] could prevail on [its] negligence claim if the breach of contract claim failed on the
merits.”). And it does not allege that it is owed anything other than economic damages for the
indemnification claim. (ECF No. 17 at 5, ¶ 25–26.) Although Stewart Title cites several cases in
support of its argument against applying the economic loss doctrine to the indemnification claim,
these cases all were decided before Ulbrich and so are not controlling. Therefore, the economic
loss doctrine bars Stewart Title’s indemnification claim, because it depends on the same facts as
the breach of contract claim and because the alleged conduct resulted in only economic loss.
Ulbrich, 310 Conn. at 410.
The policy considerations underlying the economic loss doctrine also support applying it
to the plaintiff’s indemnification claim. “The rationale for the doctrine is that, because parties to a
contract are free to allocate the risks, insure against potential losses, and adjust the contract price
as they [deem] most wise courts will not extricate them from their bargain and substitute a

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common-law tort remedy.” Ulbrich, 310 Conn. at 390 n. 14 (citation and internal quotation marks
omitted). Further, “[a]n expansion of the economic loss doctrine has also been found to be more
compelling in cases where the parties are sophisticated corporations familiar with the type of goods
or services rendered, and the consequences likely to result from a failure to perform the contract
as promised.” Mastrobattisto, Inc. v. Nutmeg Util. Prod., Inc., No. CV156028626, 2016 WL
1165107, at *5–6 (Conn. Super. Ct. Feb. 23, 2016) (internal quotation marks omitted). Here, there
are two sophisticated parties who were free to contract and allocate the risks as they saw fit—and,
in fact, they did so. In the underwriting agreement, Stewart Title and ISGN stipulated to specific
remedies for negligence of the very type that is involved in Stewart Title’s claim. (ECF No. 17 at
47.) (“On each such loss due to the fraud or intentional act or omission of [ISGN] or its employees,
representatives, or agents, or due to the negligence thereof, [ISGN] shall be liable to [Stewart Title]
for the entire amount of such loss including, but not limited to, attorneys’ fees, litigation expenses,
and costs of settlement negotiations.”) (emphasis added.) For all these reasons, I find that the
economic loss doctrine bars the indemnification claim.
IV.

Conclusion
For the reasons stated above, the Court GRANTS Defendant ISGN’s motion to dismiss.

The clerk is directed to close the case.

IT IS SO ORDERED.

/s/
Michael P. Shea, U.S.D.J.
Dated:

Hartford, Connecticut
August 18, 2017

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