Professional Documents
Culture Documents
No. 14-2327
Appeal from the United States District Court for the District of
Maryland, at Greenbelt.
George J. Hazel, District Judge.
(8:14-cv-00425-GJH)
Argued:
Decided:
PER CURIAM:
In this case we must determine whether an insurance company
properly denied coverage to its insured.
Subsequently,
Continental
was
sued
in
Casualty
Company
2010
in
(Continental).
fraudulent
Miller
conveyance
action
conduct
constituted
claim
first
made
in
2006,
Miller
2014,
Miller
sued
Continental
for
breach
of
the
indeed,
interrelated
wrongful
acts
as
defined
by
the
We now affirm.
2
I.
A.
In the early 2000s, one of the principals of Miller, Edward
J. Miller, Jr., founded a land development company, Haymount
Limited Partnership (Haymount).
chairman
of
Miller
as
well
as
the
President
of
Haymount.
order
to
develop
considerable financing.
the
property,
Haymount
required
agreed
to
introduce
Haymount
to
third-party
lenders
in
entered
into
similar
On November 8, 2002,
arrangement
with
American
Haymount then
Upon
learning of the GMAC loan, IBG also sought payment of its fee
and sent Haymount a list of lenders to whom IBG had introduced
3
Haymount.
The
list
of
introduced
lenders
included
GMAC.
B.
In 2006, IBG sued in the District of New Jersey seeking
payment of the $3 million fee it claimed it was owed under the
agreement
with
Haymount. 1
IBG
named
several
defendants:
unjust
enrichment,
tortious
interference,
common
to
dismiss
and
for
summary
judgment,
law
civil
Through their
the
defendants
second
suit,
IBG
named
as
defendants,
among
In
others,
The causes
of
fraudulent
action
asserted
transfer,
in
fraudulent
conspiracy,
creditor
the
2010
lawsuit
conveyance,
common
fraud,
and
aiding
included
law
and
and
statutory
abetting.
The
entered
into
Continental in 2010.
Continental
denied
seeking
coverage
as
liability
insurance
contract
with
of
defense
outside
the
costs.
scope
of
Continental
the
policy.
district
defendants.
court
granted
summary
judgment
to
the
and
were
not,
therefore,
fraudulent
conveyances
designed
to
Kohn v.
C.
Miller filed the lawsuit that is the subject of this appeal
on
February
wrongfully
12,
denied
2014.
Miller
coverage
under
alleges
the
that
policy
Continental
and
should
be
policy,
provisions.
practices
The
J.A.
policy
liability,
entity liability.
35-75,
contains
includes
directors
and
several
relevant
coverage
for
employment
officers
liability,
and
November 1, 2011. 2
The insurance
policy
provides,
however:
More
than
one
Claim
one
against
claim
Miller
involving
or
its
interrelated
subsidiaries,
wrongful
the
acts
multiple
is
claims
made
are
situation,
(emphasis
original).
reasoned
in
that
the
acts
transaction
From
alleged
or
this
in
the
event.
language,
2006
J.A.
39
Continental
lawsuit
and
the
on November 1, 2010.
some
limited
discovery,
Continental
moved
for
the
allegations
in
the
2010
lawsuit
were
interrelated
pursuant
to
the
policy,
that
the
2010
claim
was
broad[]
definition
of
interrelated
wrongful
acts,
J.A. 298, the 2006 and 2010 lawsuits were related and shared a
common
nexus
because
they
involved
allegations
of
common
scheme involving the same claimant, the same fee commission, the
same contract, and the same real estate transaction.
In
addition
to
finding
the
existence
of
an
J.A. 300.
alleged
common
scheme, the district court found that the alleged common scheme
logically and causally connected the 2006 and 2010 actions:
but
for
the
alleged
actions
of
[Haymount],
Mr.
Miller,
and
J.A. 303.
brought
in
2006
and
that
8
Continental
properly
denied
II.
We review de novo the district courts ruling on a motion
for judgment on the pleadings pursuant to Federal Rule of Civil
Procedure 12(c), and in doing so, apply the standard for a Rule
12(b)(6) motion.
Ashcroft
claim
v.
to
Iqbal,
relief
556
that
U.S.
is
662,
Turnbaugh,
463
F.3d
678
on
(2009)
its
face.
(citation
and
plausible
325,
329
Cir.
2006).
Summary
dispute
as
to
any
material
fact
and
the
movant
is
Fed. R. Civ. P.
III.
A.
In this case, we must determine whether the district court
properly interpreted and applied the provisions of the insurance
contract.
Contl Cas. Co. v. Kemper Ins. Co., 920 A.2d 66, 69 (Md.
Here, the
Marylands law of
that
insurance
policies
are
to
be
construed
most
Tr. v. Hartford Fire Ins. Co., 67 F.3d 63, 65 (4th Cir. 1995)
(citing Collier v. MDIndividual Practice Assn, 607 A.2d 537,
539 (Md. 1992)).
Unless there
technical
sense,
the
words
in
policy
should
be
Bausch
& Lomb, Inc. v. Utica Mut. Ins. Co., 625 A.2d 1021, 1031 (Md.
1993) (citations omitted). A words ordinary signification is
tested
by
what
meaning
reasonably
prudent
layperson
would
However, where an
Ins.
Co.,
889
A.2d
387,
language
is
394
(Md.
2006)
(citation
and
unambiguous
judge
may
determine
the
Everngam, 616 A.2d 426, 429 (Md. Ct. Spec. App. 1992).
As noted above, the policys definition of interrelated
wrongful
acts
is
expansive:
any
wrongful
acts
which
are
J.A. 39.
We do
before
us,
and
will
apply
11
it
in
accordance
with
the
share
common
nexus
of
fact
and
are,
therefore,
As
the district court observed, the two lawsuits are linked by (1)
a multitude of common facts: in particular, that Haymount did
not
pay
IBG
transaction:
common
the
the
$3
million
contract
circumstances:
finders
between
Haymount
IBG;
and
(3)
These
Absent
Haymounts
and
causally
breach
of
its
connect
contract
attempts
common
secure
logically
Haymounts
and
(2)
to
elements
namely,
fee;
the
and
two
lawsuits.
other
alleged
torts, IBG would not have sued for damages in 2006, nor would it
have sued for enforcement of the 2006 judgment in 2010.
Thus,
we agree with the district court that the 2006 and 2010 lawsuits
share
common
nexus:
an
alleged
scheme
involving
the
same
claimant, the same fee commission, the same contract, and the
same real estate transaction.
J.A. 300.
B.
Miller attempts to avoid this straightforward conclusion by
characterizing the allegations in the two lawsuits as alleging
merely a common motive which is insufficient to establish the
12
In support,
attorneys
general
for
allegedly
continuing
harmful
Id. at 791-
for
coverage
of
its
defense
costs,
the
insurer
Id.
the
original
wrongful
acts,
were
not
interrelated
as
Id. at 794.
13
to
render
two
claims
interrelated.
The
cases
In those
affd, 182 F.2d 902, 1999 WL 464988 (2d Cir. 1999); the same
agreement
to
sell
stocks,
Home
Ins.
Co.
of
Ill.
(N.H.)
v.
the
same
omissions
in
the
same
proxy
literature,
F.
Supp.
1143,
1152
(W.D.
Mich.
1993);
and
the
same
14
the
dispute
over
same
the
contract
same
to
fee,
secure
and
were
financing,
brought
implicate
by
the
same
claimant.
make
claims
the
interrelated
brought
under
against
the
Miller
policys
in
broad
2006
and
definition
2010
of
claims in the 2010 lawsuit first made, J.A. 43, on the date on
15
which
the
2006
lawsuit
was
filedMarch
17,
2006.
As
the
16