Global Caravan Techs., Inc. v. Cincinnati Ins. Co.
Decision Date | 18 October 2019 |
Docket Number | Court of Appeals Case No. 18A-PL-2479 |
Citation | 135 N.E.3d 584 |
Parties | GLOBAL CARAVAN TECHNOLOGIES, INC.; Christopher Douglas ; Husheng Ding; Kyle Fang; Chris Tzeng; C.H. Douglas & Gray, LLC ; Thomas Gray; Doris Roberts; and Red Wing Capital, LLC, Appellants-Defendants, v. The CINCINNATI INSURANCE COMPANY, Appellee-Plaintiff |
Court | Indiana Appellate Court |
Attorneys for Appellants: George M. Plews, Jonathan P. Emenhiser, Plews Shadley Racher & Braun LLP, Indianapolis, Indiana
Attorney for Appellee: James J. Hutton, Indianapolis, Indiana
[1] Global Caravan Technologies, Inc. ("Global"), Christopher Douglas, Husheng Ding, Kyle Fang, and Red Wind Capital, LLC ("Red Wing"), (collectively, "Defendants")1 appeal the trial court's grant of summary judgment in favor of The Cincinnati Insurance Company ("Cincinnati") in Cincinnati's action requesting a declaration that it had no obligation to defend Defendants in other litigation. Defendants raise multiple issues, which we restate as:
We affirm.
[2] In January 2013, Global was formed by Charles Hoefer Jr. and sought to enter the recreational vehicle market. At relevant times, Hoefer possessed experience and intellectual property rights to materials related to manufacturing recreational vehicles. Douglas, Ding, and Fang were investors in Global; Douglas and Ding were executive officers of Global and Fang was a director at Global. Red Wing is a separate business entity owned by Douglas, Ding, Thomas Gray, Doris Roberts, and Steve Coons. Red Wing is an investor in Global. Cincinnati insures Global.
[3] Through a series of events, Hoefer was removed as owner of Global. On May 1, 2014, Hoefer filed a complaint in Marion County ("Hoefer Litigation") against Ding, Douglas, Fang, Red Wing, Gray, Roberts, Christopher Tzeng,2 C.H. Douglas & Gray, LLC,3 and Steve Coons.4 In that complaint, Hoefer presented several claims, including conspiracy, unjust enrichment, securities fraud, common law fraud, constructive fraud, breach of fiduciary duty, defamation, defamation per se , theft, and interference with contractual relations.
[4] On May 14, 2014, Global, as the policyholder, notified Cincinnati of the Hoefer Litigation and requested defense and indemnification for Global, Douglas, Ding, and Fang. Cincinnati agreed to provide defense of Douglas, Ding, and Fang, and it assigned defense counsel for Douglas, Ding, and Fang without consulting Global. Global insisted Cincinnati provide defense to all parties related to Global, including Global, which was not a named defendant in the Hoefer Litigation. Global argued the counsel assigned to Douglas, Ding, and Fang was unacceptable due to an alleged conflict of interest. Cincinnati agreed to assign different counsel to Ding, Douglas, and Fang, but stated it would pay only a portion of the defense if different counsel was selected. Cincinnati denied Global's request for defense beyond that of Ding, Douglas, and Fang. Global rejected Cincinnati's response to their request and retained separate counsel unapproved by Cincinnati.
[5] On July 7, 2014, Global moved to intervene in the Hoefer Litigation, arguing that some of the claims related to incidents occurring at Global and that Hoefer sought to obtain Global assets as part of his claims. The trial court granted Global's request over Hoefer's objection. On October 8, 2014, Hoefer amended his claim. The amended claim did not include any allegations against Global. On December 1, 2014, Ding and Douglas filed offensive counterclaims against Hoefer. Also on December 1, 2014, Global filed an answer to Hoefer's amended complaint and asserted an offensive counterclaim against Hoefer.
[6] Meanwhile, in federal court, on October 8, 2014, Cincinnati filed an action seeking declaratory judgment that it had no duty to defend or indemnify Global in the Hoefer Litigation. Cincinnati and Global cross-moved for summary judgment. The district court granted summary judgment in favor of Cincinnati, and Global appealed. The Seventh Circuit Court of Appeals did not reach the merits of the appeal, as it determined it did not have jurisdiction over the matter because Hoefer was not a citizen of Indiana at the time the district court action was filed.
[7] While the federal claims were pending, Douglas, Ding, Fang, and Red Wing retained Delk McNally, LLP, to defend them in the Hoefer Litigation. Douglas, Ding, Fang, and Red Wing incurred $50,715.37 in attorney's fees and costs and submitted the relevant invoices to Cincinnati for payment. Cincinnati has not paid those invoices. As part of its involvement in the Hoefer Litigation, Global retained Ice Miller, LLC, and incurred $90,661.31 in attorney's fees and costs, which Cincinnati has not reimbursed.
[8] On September 5, 2017, CIC filed the present action, which was a complaint for declaratory judgment asking the trial court to declare that CIC is not required to defend or indemnify Defendants in the Hoefer Litigation. Defendants filed an answer and counterclaim. On March 7, 2018, Defendants filed a motion for partial summary judgment. On April 20, 2018, CIC filed a cross-motion for summary judgment. The trial court held oral argument on the motions on July 31, 2018, and September 17, 2018. The trial court denied Defendants' partial motion for summary judgment and granted summary judgment in favor of CIC, finding in relevant part: (1) CIC had no obligation to defend Global because "suit" as defined by the insurance contract does not include Global's act of voluntarily intervening in the Hoefer Litigation, and (2) the ERP Exclusion relieves CIC from any obligation to provide defense or indemnification coverage for Douglas, Ding, and Fang.
[9] We review summary judgment using the same standard as the trial court: summary judgment is appropriate only where the designated evidence shows there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Rogers v. Martin , 63 N.E.3d 316, 320 (Ind. 2016). All facts and reasonable inferences are construed in favor of the non-moving party. City of Beech Grove v. Beloat , 50 N.E.3d 135, 137 (Ind. 2016). Where the challenge to summary judgment raises questions of law, we review them de novo. Rogers , 63 N.E.3d at 320.
[10] We do not modify our standard of review when the parties make cross motions for summary judgment. State Auto Ins. Co. v. DMY Realty Co., LLP , 977 N.E.2d 411, 419 (Ind. Ct. App. 2012). "Instead, we must consider each motion separately to determine whether the moving party is entitled to judgment as a matter of law." Id. When the trial court makes findings and conclusions in support of its order regarding summary judgment, we are not bound by such findings and conclusions, but they aid our review by providing reasons for the decision. Allen Gray Ltd. P'ship IV v. Mumford , 44 N.E.3d 1255, 1256 (Ind. Ct. App. 2015). We will affirm a summary judgment order on any theory or basis found in the record. Id.
[11] When interpreting an insurance policy, we give plain and ordinary meaning to language that is clear and unambiguous. Meridian Mut. Ins. Co. v. Auto-Owners Ins. Co. , 698 N.E.2d 770, 773 (Ind. 1998). Policy language is unambiguous if reasonable persons could not honestly differ as to its meaning. Id. To this end, we look to see "if policy language is susceptible to more than one interpretation." Id. If an insurance policy contains ambiguous provisions, they are construed in favor of the insured. Id. Id.
[12] The insurance contract between Global and Cincinnati provides for defense of the insured "against any ‘suit’ seeking damages." (App. Vol. II at 72.) The policy further defines:
(Id. at 85.)
[13] The trial court determined Global's voluntary intervention in the Hoefer Litigation did not qualify as a "suit" under the insurance policy:
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