Guyan International, Inc. v. Travelers Casualty and Surety Company et al
Filing
111
ORDER denying as moot Defendant Travelers Casualty and Surety Company's 29 MOTION to Dismiss; granting Defendant Phoenix Insurance Company's 36 MOTION for Summary Judgment; denying Plaintiff Guyan International, Inc.'s 72 MOTION for Summary Judgment Against Phoenix Insurance Company, 74 MOTION for Summary Judgment Against Travelers Under the Fiduciary Liability Coverage and 76 MOTION for Summary Judgment Against Travelers Under the Crime Coverage; denying Defendant Trave lers Casualty and Surety Company's 94 MOTION for Summary Judgment Under the Crime Coverage; granting Defendant Travelers Casualty and Surety Company's 96 MOTION for Summary Judgment Under the Fiduciary Liability Coverage; directing the parties to meet and confer and to submit to the Court, by 01/06/2012, a schedule and proposed date for a trial of these issues. Signed by Judge Robert C. Chambers on 12/12/2011. (cc: attys; any unrepresented parties) (mkw)
IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF WEST VIRGINIA
HUNTINGTON DIVISION
GUYAN INTERNATIONAL, INC.
D/B/A PERMCO,
Plaintiff,
v.
CIVIL ACTION NO. 3:10-1244
TRAVELERS CASUALTY AND
SURETY COMPANY and
PHOENIX INSURANCE COMPANY,
Defendants.
Pending before the Court are one motion to dismiss and six separate motions for summary
judgment. The Court reviewed the motions, responses, replies, and heard oral argument on the
motions at the pretrial conference held on November 28, 2011 at 10:30AM.
For the reasons set forth below, Defendant Travelers Casualty and Surety Company’s Motion
to Dismiss (ECF No. 29) is DENIED as moot; Defendant Phoenix Insurance Company’s Motion
for Summary Judgment (ECF No. 36) is GRANTED; Plaintiff Guyan International, Inc.’s Motion
for Summary Judgment Against Phoenix Insurance Company (ECF No. 72) is DENIED; Plaintiff
Guyan International, Inc.’s Motion for Summary Judgment Against Travelers Under the Fiduciary
Liability Coverage (ECF No. 74) is DENIED; Plaintiff Guyan International, Inc.’s Motion for
Summary Judgment Against Travelers Under the Crime Coverage (ECF No. 76) is DENIED;
Defendant Travelers Casualty and Surety Company’s Motion for Summary Judgment Under the
Crime Coverage (ECF No. 94) is DENIED; Defendant Travelers Casualty and Surety Company’s
Motion for Summary Judgment Under the Fiduciary Liability Coverage (ECF No. 96) is
GRANTED.
I. Background
Plaintiff Guyan International, Inc. d/b/a Permco (“Permco”), established an employee benefit
plan funded in part by Permco and in part by employee payroll deductions. First Am. Compl, ¶ 6,
ECF No. 27. In June of 2007, Permco contracted with Professional Benefits Administrators, Inc.
(“PBA”) to serve as benefits administrator under the plan. As benefits administrator, PBA was to
maintain a segregated account for the plan contributions which would be used to pay claims for
medical and prescription benefits. Id. at ¶ 10. In early 2010, Permco discovered that some claims
had not been paid by PBA and that some medical providers had instituted collection efforts against
its employees and/or refused additional care. Id. at ¶¶ 13-14. After repeated unsuccessful demands
for information from PBA, Permco terminated their contract effective March 30, 2010. Id. at ¶ 17.
Thereafter, Permco filed suit against PBA and others in the Northern District of Ohio seeking
recovery of the funds misappropriated by PBA. Id. at ¶ 22. On January 7, 2011, the Court in Ohio
entered an order granting partial summary judgment in favor of Permco and against PBA. Guyan
Int’l, Inc. v. Prof’l Benefits Adm’rs, Inc., 2011 WL 53105 (N.D. Ohio January 7, 2011).
Specifically, the Ohio Court found that PBA breached its ERISA-established fiduciary duty and that
PBA’s breach resulted to damages to Permco in the amount of $501,380.75. Id. at *7.
In order to reduce its risk of loss arising from the establishment and ongoing administration
of its employee benefit plan, Permco purchased WRAP+ Policy No. 104-LB-104925497 (“Travelers
Policy”) from Travelers for the policy period March 31, 2010 to March 31, 2011. Mem. In Supp.
of Pls.’ Mot. for Summ. J. Under Crime Coverage 2, ECF No. 77. Additionally, Permco purchased
Commercial Insurance Policy No. Y-630-926K1477-PHX-09 (“Phoenix Policy”) from Defendant
Phoenix for the period July 1, 2009 to July 1, 2010. Id. After discovering that PBA was not paying
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claims, Permco submitted claims under these policies. Both Phoenix and Travelers deny coverage,
and Permco brought this suit seeking a declaration of coverage and determination of damages.
II. Standard of Review
To obtain summary judgment, the moving party must show that there is no genuine issue as
to any material fact and that the moving party is entitled to judgment as a matter of law. Fed. R. Civ.
P. 56(a). In considering a motion for summary judgment, the Court will not “weigh the evidence
and determine the truth of the matter[.]” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986).
Instead, the Court will draw any permissible inference from the underlying facts in the light most
favorable to the nonmoving party. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S.
574, 587-88 (1986).
Although the Court will view all underlying facts and inferences in the light most
favorable to the nonmoving party, the nonmoving party nonetheless must offer some “concrete
evidence from which a reasonable juror could return a verdict in his [or her] favor[.]” Anderson, 477
U.S. at 256. Summary judgment is appropriate when the nonmoving party has the burden of proof
on an essential element of his or her case and does not make, after adequate time for discovery, a
showing sufficient to establish that element. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).
The nonmoving party must satisfy this burden of proof by offering more than a mere “scintilla of
evidence” in support of his or her position. Anderson, 477 U.S. at 252.
III. Discussion
A. Estoppel and Waiver
Permco claims that the doctrines of estoppel and waiver bar both defendants from raising
grounds for denying coverage not asserted in their initial denial letters. In Potesta v. U.S. Fidelity,
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504 S.E.2d 135, Syl. Pt. 4 (W. Va. 1998) the West Virginia Supreme Court of Appeals explained
that an insurer who has previously stated reasons for denying coverage may be estopped from
asserting previously unarticulated grounds for denying coverage when the insured can prove that
it was induced to act or refrain from acting to its detriment because of reasonable reliance on the
previously stated grounds for declination. The difference between estoppel and waiver, the West
Virginia Court explained, is that waiver contains “no requirement that an insured have detrimentally
relied upon an insurer’s previously stated reason(s) for denying coverage. . . . Rather, the insured
must show, by clear and convincing evidence where waiver is implied, that the insurer intentionally
and knowingly waived the previously unarticulated reason(s) for denying coverage.” Id. at Syl. Pt.
3.
Permco has not met the burden of establishing estoppel or waiver against either defendant.
With regard to estoppel, Permco has not shown that it relied on the defendants’ initial denials to its
detriment, or that its course of action would have been any different if the defendants had included
the additional grounds for denial in their initial denial letters. Indeed, it is hard to imagine that
Permco would not have taken measures to compensate its employees for their losses, an obligation
that Permco recognizes to be imposed by ERISA. As to waiver, Permco has not shown evidence
that either defendant knowingly and intentionally waived the exclusions relied upon in their motions
for summary judgment. To the contrary, in their initial denial letters, both Travelers and Phoenix
expressly reserved rights to supplement their initial declinations. See Phoenix Denial Letter, ECF
No. 77-13; Travelers Denial Letter, ECF No. 77-17.
B. Travelers Policy
1. Fiduciary Liability Coverage
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Permco and Travelers have filed cross motions for summary judgment on the issue of
coverage under the fiduciary liability protection provided by the Travelers Policy. Travelers also
filed a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6) based on a “no action” clause
contained in the fiduciary liability coverage. Since then, the parties consented to resolution of this
case based on the motions for summary judgment. While Travelers never expressly abandoned its
motion to dismiss, the Court resolves the question of fiduciary liability coverage without addressing
the “no action” clause. Because this issue is resolved in Travelers’ favor, Travelers’ Motion to
Dismiss (ECF No. 29) is DENIED as moot. The Court’s resolution of this issue requires
interpretation of the following provisions of the fiduciary liability coverage:
I.B.
Company shall pay on behalf of the Insured Loss for any Claims first made
during the Policy Period . . . for a Wrongful Act. . . .
II.M
“Loss” means Defense Expenses and money which an Insured is legally
obligated to pay because of a claim. . . . Loss shall not include . . .
2. payment of medical, pension, severance, Employee Stock Ownership Plan
benefits or Employee Benefits which are or may become due, except to the
extent that such sums are payable as a personal obligation of an Insured
Person, because of such Insured Person’s Wrongful Acts. . . .
Travelers Policy, Fiduciary Liability Coverage, ECF No. 77-1. Travelers argues that Permco’s
claim is excluded from this definition of “loss.” Specifically, Travelers contends that Permco’s
claims are for “benefits due” and, as such, are specifically excluded from the definition of a covered
“Loss.” Permco cannot recover under the Fiduciary Liability coverage if the damages that it claims
are “Employee Benefits.”
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Permco characterizes its loss as the ERISA-imposed obligation to fund the Plan a second
time. This argument is circular. Permco’s obligation to fund the plan exists only because of the
plan’s obligation to fund employee benefits. The Court FINDS that Permco’s claim is for benefits
due.
Permco argues that the exception to the exclusion applies because its officers are Insured
Persons and are personally liable for the loss due to their own negligence. “Insured Person,” is
defined as “any natural person . . . ” which is why this argument focuses on the hypothetical liability
of Permco’s officers. In support, Permco points to Travelers’ marketing materials which state, “as
fiduciaries [insureds would be] held personally liable to the plan participants and beneficiaries.”
Bond & Financial Products Fiduciary Liability Marketing Brochure 1, ECF No. 75-2.
This
argument based on marketing materials overlooks the fact that the Fiduciary Coverage is a claims
made coverage and that no claims have been made against any of Permco’s officers. For these
reasons, Permco’s Motion for Summary Judgment under the Fiduciary Liability Coverage is
DENIED and Travelers’ Motion for Summary Judgment under the Fiduciary Liability Coverage is
GRANTED.
2. Crime Coverage
Both Permco and Travelers have moved for summary judgment under the Crime Coverage
provisions of the Travelers Policy.
Travelers denies coverage on two separate grounds.
Alternatively, Travelers asserts that there is a genuine issue of material fact which precludes
summary judgment for either party. First, Travelers alleges that “Plaintiff first discovered the loss
at the latest in February of 2010, before the Policy’s March 31, 2010 inception.” Mem. of Law in
Supp. of Travelers Casualty and Surety Co. of America’s Mot. for Summ. J. and in Opp’n to Pls.’
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Mot. for Summ. J. 11, ECF No. 95. Second, Travelers asserts that Permco’s claim is not covered
because PBA is not a “Fiduciary” as defined by the policy. The Court will address each argument
in turn.
In support of the argument that Permco discovered the loss before the inception of the policy,
Travelers relies on following interrogatory and response:
Q: When did You first learn You had incurred a Loss under the Policy.
ANSWER: [Permco] states that in February of 2010, it discovered that some medical
claims . . . had not been paid. . . . In the ensuing weeks, [Permco] learned of
additional medical claims that were not paid. [Permco] made repeated unsuccessful
demands . . . for information as to the status of payment . . . and on March 26, 2010,
[Permco] informed PBA that it was terminating its agreement with PBA effective
March 30, 2010.
Permco argues that this interrogatory, along with the other evidence gathered during
discovery, reveals that Permco was aware of non-payment of medical bills prior to the coverage
period but had no knowledge that the non-payment was the result of theft. Permco’s position is
supported by the deposition testimony of Permco President Rick Olszewski that he became aware
of the unpaid medical bills between November 2009 and January 2010 and only through hindsight
and retrospect recognizes that the nonpayment was attributable to theft. Olszewski Dep. Tr. 112-16,
ECF No. 95-2.
In light of the parties’ competing views of the evidence, the Court FINDS that there is a
factual dispute as to when Permco became aware of sufficient facts to cause it to assume that loss
covered by the Crime policy had been or would be incurred. The discovery date is certainly material
as the policy only covers losses discovered during the policy period. In light of this finding,
Plaintiff’s Motion for Summary Judgment Under the Crime Coverage is DENIED.
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Travelers’ second argument, that PBA is excluded from the definition of a “Fiduciary” as
defined by the policy, depends upon interpretation of the following policy provisions:
I. A. 2.
ERISA Fidelity
We will pay you for direct loss of, or direct loss from damage to, Money, Securities,
and Other Property that belongs to an Employee Benefit Plan, directly caused by
Theft or Forgery committed by a Fiduciary, whether identified or not, acting alone
or in collusion with other persons.
....
III. W.
“Fiduciary” means any natural person who is a trustee, an officer, an Employee or
an administrator of any Employee Benefit Plan; and any person, or a member of the
board of directors, an officer, an Officer-Shareholder, a member of the board of
trustees, an LLC Manager, or an Employee while that person is handling Money,
Securities, and Other Property that belongs to any Employee Benefit Plan.
Fiduciary does not mean any agent, broker, independent contractor, broker/dealer,
registered representative, investment advisor, custodian or other person or entity of
the same general character.
Travelers Policy, Crime Terms and Conditions, ECF No. 77-1 (emphasis in original). In order to
be covered by the ERISA Fidelity clause, any theft must be committed by a fiduciary. There is no
dispute that both Permco and the plan are named as insureds under this policy, which leaves the
Court to determine whether the definition of a fiduciary excludes Permco’s claims under the Crime
Coverage.
Travelers argues that PBA does not fall within the first clause of the definition because it is
not a natural person and that PBA is excluded from the second clause because it is an independent
contractor.
Permco responds that “Employee or Administrator” expressly contemplates
administration by a non-employee third party such as PBA. Travelers adds that the definition
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represents a clear intent to define fiduciary more narrowly than ERISA and to restrict coverage to
exclude entities (like PBA) who would be required by ERISA to maintain their own insurance.
In West Virginia, an insurance policy should be interpreted according to the plain, ordinary
meaning of the language used. Syl. Pt. 2, Glen Falls Insur. Co. V. Smith,617 S.E.2d 760 (W. Va.
2005). “Whenever the language of an insurance policy provision is reasonably susceptible of two
different meanings or is of such doubtful meaning that reasonable minds might be uncertain or
disagree as to its meaning, it is ambiguous.” Id. at Syl. Pt. 3. An ambiguous provision in an
insurance policy is then “construed strictly against the insurer and liberally in favor of the insured.”
Id. at Syl. Pt. 4; see, e.g., Syl. Pt. 6, Hambric v. Doe,499 S.E.2d 619 (W. Va. 1997); Marson Coal
Co. v. Insur. Co. of State of Penn., 210 S.E.2d 747 (W. Va. 1974). This is because “[w]ith respect
to insurance contracts, the doctrine of reasonable expectations is that the objectively reasonable
expectations of applicants and intended beneficiaries regarding the terms of insurance contracts will
be honored even though painstaking study of the policy provisions would have negated those
expectations.” Syl. Pt. 9, Murray v. State Farm Fire & Casualty Co., 509 S.E.2d 1(W. Va. 1998).
Of particular relevance to this case, “where the policy language is exclusionary, it will be strictly
construed against the insurer . . . ” Nat’l Mut. Ins. Co. v. McMahon & Sons, Inc., 356 S.E.2d 488 (W.
Va. 1987), overruled on other grounds by Potesta v. U.S. Fidelity & Guaranty Co., 504 S.E.2d 135
(W. Va. 1998).
Under Travelers’ view, the independent contractor exclusion would eviscerate the
“Employee or Administrator” language which at least implicitly covers third party administrators
including independent contractors. In this regard, the definition is ambiguous. As for to Travelers’
second argument, the Court does not find a clear intent to track ERISA liability. To the contrary,
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the Court finds the independent contractor exclusion to be at odds with the inclusive language in the
first clause of the definition. Because the definition of “fiduciary” is ambiguous, the Court construes
this exclusionary language in favor of coverage. Accordingly, Travelers’ Motion for Summary
Judgment Under the Crime Coverage is DENIED.
C. Phoenix Policy
Phoenix and Permco have both moved for summary judgment on coverage under the Phoenix
Policy. Phoenix has advanced a number of arguments in support of its denial of coverage. Phoenix
raised three independent grounds supporting their denial of coverage. As explained in more detail
below, the Court concludes that Permco’s claims do not arise from any negligent act, error, or
omission as required by the Phoenix Policy and that the ERISA Exclusion precludes coverage of
Permco’s claims.
1. Permco’s Damages Do Not Arise From A Negligent Act, Error, or Omission
The Phoenix Policy covers “those sums that the insured becomes legally obligated to pay as
damages because of any negligent act, error, or omission of the insured, or of any other person for
whose acts the insured is legally liable. The negligent act, error, or omission must be committed in
the administration of [Permco’s] employee benefit program.” Phoenix Policy ¶ 1.a, ECF No. 77-2.
Phoenix argues and the Court agrees that PBA’s actions cannot be construed as negligent. While
PBA’s initial commingling and failure to segregate plan funds may have been negligent,
commingling of funds does not result in a funding shortfall unless the commingled funds are used
for unauthorized purchases. With regard to these use of funds, there can be little doubt at this point
that PBA’s activity was anything but negligent. See Olszewski Dep., 103-08, ECF No. 93-1
(Describing lies and intentional misappropriation of funds by PBA employees). With the exception
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of Permco’s allegation about commingling, which could not have led to a shortfall, the remainder
of Permco’s allegations claim wrongful and criminal conversion. First Am. Compl. ¶¶ 17-21, ECF
No. 27. While there are a number of intermediate mental states (e.g. recklessly, wilfully, knowingly,
intentionally), it is the determination of negligence upon which coverage depends. See Group
Voyagers, Inc. v. Employers Ins. of Wausau, 66 Fed. Appx. 740 (9th Cir. 2003).
Permco raises its own potential negligence in selecting and failing to monitor PBA and the
cause of its damages. In West Virginia, “no coverage exists for a loss if the covered risk was only
a remote cause of the loss, or conversely, if the excluded risk was the efficient proximate cause of
the loss.” Murray v. State Farm Fire and Casualty Co., 509 S.E.2d 1, Syl. Pt. 8. (W. Va. 1998).1
With regard to efficient proximate cause, the West Virginia Supreme Court of Appeals explained:
The efficient proximate cause is the risk that sets others in motion. It is not
necessarily the last act in a chain of events, nor is it the triggering cause. The
efficient proximate cause doctrine looks to the quality of the links in the chain of
causation. The efficient proximate cause is the predominating cause of the loss.
Id. at Syl. Pt. 8. Any negligence by Permco is not the efficient proximate cause of Permco’s
damages. As explained above, while the initial failure to segregate funds may have been
careless or negligent, no funding shortfall would have come about without the unauthorized
expenditure of plan funds. While such expenditures can in some cases be negligent, there is no
1
Travelers has argued that West Virginia would apply Ohio law to this dispute. While
Phoenix and Permco have not addressed the choice of law issue, the result in either state would
be the same. See Holmes v. Emp’rs Liab. Assur. Corp., Ltd., 43 N.E.2d 746, 753 (Ohio Ct.
App.1941) (“In determining the cause of a loss for the purpose of fixing insurance liabilities,
when concurring causes of damage appear, the proximate cause to which the loss is to be
attributed is first the dominant-the efficient-one that sets the other causes in operation; and
causes which are incidental are not proximate, although they may be nearer in time and place to
the loss.”)
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question that PBA’s misconduct, the efficient proximate cause of Permco’s loss, was anything
but negligent.
2. The ERISA Exclusion Precludes Coverage of Permco’s Loss
As an independent basis for its denial of coverage, Phoenix argues and the Court agrees
that Permco’s claims for unpaid medical benefits fall under ERISA exclusion, which reads as
follows:
2. Exclusions
This insurance does not apply to: . . .
g. Loss for which the insured is liable because of liability imposed on a fiduciary
by [ERISA], as now or hereafter amended;
Phoenix Policy, ¶ 2.g, ECF No. 77-2. Permco cites Lifeline Health Group, Inc. v. Nat’l Union
Fire Ins. Co., 665 F. Supp.2d 770 (W.D. Ky. 2009) for the proposition that the exclusion does
not apply because their liability arises from Permco’s own negligence, not from PBA’s judicially
determined ERISA liability. Lifeline Health Group, the very case relied upon by the plaintiffs,
interpreted a similar ERISA Exclusion and dismissed claims by employees for “medical bills not
paid by the Plaintiffs due to failure of the healthcare plan.” Id. at 777. On January 21, 2011, in
identical terms and on Permco letterhead, a large number of Permco employees demanded “relief
from the plan and/or Permco regarding . . . unpaid, approved claims under the plan.” Employee
Demand Letters, ECF No. 51-8. These employee demands do not allege negligence by Permco
and are substantially identical to the claims dismissed in Lifeline Health Group.2 The employee
2
A small number of the employee communications in Sealed ECF No. 54 make passing
reference to harm other than unpaid benefits such as credit card interest and negative credit
reports. Without the benefit of briefing, the Court is hesitant to rule on the application of the
policy to these potentially compensable injuries. The Court notes that these informal messages
(continued...)
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demand letters do not allege negligence on the part of Permco, nor would it make a difference if
they did, as the only relief sought is payment of medical benefits and Judge Dowd in Ohio has
already determined this to loss to be imposed upon PBA as a fiduciary under ERISA. Guyan
Int’l, Inc. v. Prof’l Benefits Adm’rs, 2011 WL 53105 at *7 (N.D. Ohio January 7, 2011).
Phoenix argues, and the Court agrees, that Permco’s claims fall under the ERISA
exclusion. The case relied on by the plaintiffs applied a similar exclusion to dismiss, pursuant to
Fed. R. Civ. P. 12(b)(6), claims substantially identical to those of Permco’s employees. Lifeline
Health Group, 665 F. Supp. at 777-79. If Permco is liable for the unpaid benefits, a judicial
determination of which is unnecessary because Permco has voluntarily undertaken to make
payments, such liability exists “because of liability imposed on a fiduciary by [ERISA].”
Phoenix Policy, ¶ 2.g, ECF No. 77-2. The Court will not entertain Permco’s hypothetical claims
of negligence when the ERISA Exclusion represents a clear and unambiguous intent to exclude
from coverage claims arising from ERISA-imposed fiduciary liability. Accordingly, Plaintiff’s
Motion for Summary Judgment against Phoenix is DENIED; Defendant Phoenix’s Motion for
Summary Judgment is GRANTED.
IV. Conclusion
For these reasons, Defendant Travelers Casualty and Surety Company’s Motion to
Dismiss (ECF No. 29) is DENIED as moot; Defendant Phoenix Insurance Company’s Motion
2
(...continued)
do not allege negligence by Permco, do not request compensation from Permco, do not seek to
hold Permco liable, and were apparently first disclosed in December of 2010, outside of the
policy period and after litigation had already begun. If these e-mails constitute claims, a
prospect the Court finds doubtful, it is possible that they would not fall under the ERISA
Exclusion, though they would still be excluded because they do not arise from any negligence.
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for Summary Judgment (ECF No. 36) is GRANTED; Plaintiff Guyan International, Inc.’s
Motion for Summary Judgment Against Phoenix Insurance Company (ECF No. 72) is DENIED;
Plaintiff Guyan International, Inc.’s Motion for Summary Judgment Against Travelers Under the
Fiduciary Liability Coverage (ECF No. 74) is DENIED; Plaintiff Guyan International, Inc.’s
Motion for Summary Judgment Against Travelers Under the Crime Coverage (ECF No. 76) is
DENIED; Defendant Travelers Casualty and Surety Company’s Motion for Summary Judgment
Under the Crime Coverage (ECF 94) is DENIED; Defendant Travelers Casualty and Surety
Company’s Motion for Summary Judgment Under the Fiduciary Liability Coverage (ECF No.
96) is GRANTED.
It appears to the Court that the only remaining factual issues are the amount of damages
and the date of discovery of the loss for purposes of the Crime Coverage. The parties are hereby
ORDERED to meet and confer and to submit to the Court, no later than January 6, 2012, a
schedule and proposed date for a trial of these issues. The Court DIRECTS the Clerk to send a
copy of this written Opinion and Order to counsel of record and any unrepresented parties.
ENTER:
December 12, 2011
ROBERT C. CHAMBERS
UNITED STATES DISTRICT JUDGE
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