Union Elec. Co. v. Aegis Energy Syndicate 1225

• Citation: 713 F.3d 366
• Decision Date: 19 April 2013
• Docket Number: No. 12–3546.,12–3546.
• Parties: UNION ELECTRIC COMPANY, doing business as Ameren UE, Appellee v. AEGIS ENERGY SYNDICATE 1225, Appellant.
• Court: United States Courts of Appeals. United States Court of Appeals (8th Circuit)

713 F.3d 366

UNION ELECTRIC COMPANY, doing business as Ameren UE, Appellee

v.AEGIS ENERGY SYNDICATE 1225, Appellant.

No. 12–3546.

United States Court of Appeals,

Eighth Circuit.

Submitted: April 8, 2013.

Filed: April 19, 2013.

Richard N. Dicharry, Kyle S. Moran, Marne A. Jones, New Orleans, LA, Stephen M. Strum, Aaron D. French, Casey F. Wong, St. Louis, MO, for Appellant.

Robert T. Haar, Lisa A. Pake, Susan E. Bindler, St. Louis, MO, for Appellee.

Before BYE, ARNOLD and BENTON, Circuit Judges.

PER CURIAM.

AEGIS Energy Syndicate 1225, an insurer, appeals from the denial by the district court ¹ of its motion to compel alternative dispute resolution in its dispute with Union Electric Company (UEC). We affirm.

UEC purchased an excess insurance policy from AEGIS and filed suit to recover on the policy after an accident at its Taum Sauk hydroelectric power plant in Missouri. The main body of the policy prescribes a three-step process to resolve disputes: first negotiation, then mediation, and last arbitration. One of the provisions of the policy, Condition M, states: “Any controversy or dispute arising out of or relating to this ... AEGIS POLICY, or the breach, termination, or validity thereof, which has not been resolved by non-binding means ... shall be settled by binding arbitration.” The condition also provides that the “Policy shall be governed by the laws of the state of Missouri.” An endorsement to the contract, however, provides:

Notwithstanding anything contained in this Policy to the contrary, any dispute relating to this Insurance or to a CLAIM (including but not limited thereto the interpretation of any provision of the Insurance) shall be governed by and construed in accordance with the laws of the State of Missouri and each party agree [sic] to submit to the jurisdiction of the Courts of the state of Missouri.

In determining whether parties agreed to mandatory arbitration, we apply “[o]rdinary state law contract principles,” see Keymer v. Management Recruiters Int'l, Inc., 169 F.3d 501, 504 (8th Cir.1999), and here we apply Missouri contract law because the parties agreed in the body of the contract and in the endorsement to interpret the agreement in accordance with Missouri law. We thus “read the policy as a whole to determine the parties' intent and give the policy language used its plain and ordinary meaning.” Grissom v. First Nat'l Ins. Agency, 371 S.W.3d 869 (Mo.Ct.App.2012). Endorsements, of course, supplant conflicting general provisions in the main body of a contract. See Abco Tank & Mfg. Co. v. Federal Ins. Co., 550 S.W.2d 193, 198 (Mo.1977); Hendricks v. Curators of Univ. of Mo., 308 S.W.3d 740, 746 (Mo.Ct.App.2010). A provision in an insurance “policy is ambiguous if there is duplicity, indistinctness, or uncertainty in the meaning of the language in the policy,” and ambiguous provisions are construed against the insurer. Schmitz v. Great Am. Assur. Co., 337 S.W.3d 700, 706 (Mo.2011) (internal quotation marks and citation omitted).

AEGIS asserts that the endorsement only complements Condition M's mandatory arbitration provision. In support of this reading, AEGIS points out that the endorsement “does not contain any language indicating that it replaces a particular provision of the contract,” as “it does not contain any reference to dispute resolution procedures generally, arbitration specifically, or any other indication of how policy disputes are to be resolved” (emphasis in original). AEGIS contends that the endorsement was meant to give Missouri courts personal jurisdiction over both parties, and then only to enforce the arbitration provision. It argues that the district court did not attempt to reconcile the endorsement with the condition, contravening the general legal principle that courts must give “meaning to all terms and, where possible, harmonize those terms in order to accomplish the intention of the parties.” See Henges Mfg., LLC v. Amerisure Ins. Co., 5 S.W.3d 544, 545 (Mo.Ct.App.1999). In particular, AEGIS maintains...