Unisys Corp. v. INS. COMMISSIONER

• Decision Date: 22 October 1999
• Docket Number: Docket No. 211418.
• Parties: UNISYS CORPORATION and CoreStates Bank, N.A., Plaintiffs-Appellants, v. COMMISSIONER OF INSURANCE and Michigan Life & Health Insurance Guaranty Association, Defendants-appellees.
• Court: Court of Appeal of Michigan — District of US

601 N.W.2d 155

236 Mich. App. 686

UNISYS CORPORATION and CoreStates Bank, N.A., Plaintiffs-Appellants, v. COMMISSIONER OF INSURANCE and Michigan Life & Health Insurance Guaranty Association, Defendants-appellees.

Docket No. 211418.

Court of Appeals of Michigan.

Submitted July 8, 1999, at Lansing.

Decided August 3, 1999, at 9:20 a.m.

Released for Publication October 22, 1999.

Knaggs, Harter, King & Brake, P.C. (by David R. Brake), Lansing, and Pepper Hamilton LLP (by Laurence Z. Shiekman and John Hyle), Philadelphia, PA, for Unisys Corporation and Corestates Bank, N.A.

Jennifer M. Granholm, Attorney General, Thomas L. Casey, Solicitor General, and Larry F. Brya, Assistant Attorney General, for Insurance Commissioner.

Colpean & Associates (by John C. Colpean and Patricia M. McBain), Lansing, for Michigan Life and Health Insurance Guaranty Association.

Before HOLBROOK, Jr., P.J., and O'CONNELL and ZAHRA, JJ.

O'CONNELL, J.

Plaintiffs Unisys Corporation and CoreStates Bank, N.A., brought this declaratory judgment action on behalf of Michigan residents who participated in the Unisys Savings Plan and the Unisys Retirement Investment Plan, seeking recovery under the Michigan Life and Health Insurance Guaranty Association Act, M.C.L. § 500.7701 et seq.; MSA 24.17701 et seq., for losses arising from the insolvency of Executive Life Insurance Company (ELIC), from which four annuity contracts had been purchased. The trial court granted summary disposition, pursuant to MCR 2.116(C)(10), in favor of defendants Commissioner of Insurance and Michigan Life and Health Insurance Guaranty Association (IGA). Plaintiffs appeal as of right, and we affirm.

Unisys provided the Unisys Savings Plan and the Unisys Retirement Investment Plan as defined-contribution pension plans for its employees, who were allowed to allocate their contributions among available investment funds. In 1987 and 1988, Northern Trust Company, an Illinois resident and trustee of the plans, purchased four group annuity contracts from ELIC. These contracts specifically identified the owner of the contracts as the trustee of the plans— Northern Trust Company. On September 1, 1990, Mellon Bank succeeded Northern Trust Company as trustee of the plans, and Mellon Bank was in turn succeeded as trustee by CoreStates Bank on January 1, 1994. Mellon Bank and CoreStates Bank were both residents of Pennsylvania.

In 1991, ELIC was placed in conservation by the California Insurance Commissioner, and subsequently declared insolvent and liquidated by order of the California Superior Court. At that time, over 2,000 Michigan residents were participants in the Unisys plans that included the ELIC contracts. A rehabilitation plan approved by the California Superior Court offered the trustee of the Unisys plans a choice of either a restructured contract or a share of the liquidated assets of ELIC. The plans' trustee at that time elected to receive a share of ELIC's liquidated assets. Thereafter, over $165 million was distributed among plan participants, constituting approximately 94.03 percent of total participant balances in the plans.

Unisys then demanded that the IGA cover the participants' uncompensated losses of more than $200,000 in principal and $1.475 million in interest. After the IGA denied coverage, plaintiffs brought this action, seeking a declaratory judgment that the IGA was required to provide coverage. On cross motions for summary disposition, the trial court held that coverage was not provided under the act, and granted summary disposition in favor of defendants. This appeal ensued.

We review de novo a trial court's denial or grant of summary disposition in a declaratory judgment action. Stajos v. Lansing, 221 Mich.App. 223, 226, 561 N.W.2d 116 (1997); Wills v. State Farm Ins. Co., 222 Mich.App. 110, 114, 564 N.W.2d 488 (1997). When reviewing an order of summary disposition under MCR 2.116(C)(10), we must consider the available pleadings, affidavits, depositions, and other documentary evidence in a light most favorable to the nonmoving party and determine whether the moving party was entitled to judgment as a matter of law. Marx v. Dep't of Commerce, 220 Mich.App. 66, 70, 558 N.W.2d 460 (1996).

The Michigan Life and Health Insurance Guaranty Association Act is designed to protect specified persons "against failure in the performance of contractual obligations under [specified] insurance policies and annuity contracts ... because of the impairment or insolvency of the insurer issuing the policies or contracts." MCL 500.7702(1); MSA 24.17702(1). Coverage under the act is set forth in § 7704, which provides in part:

(1) This chapter shall provide coverage for the policies specified in subsection (2) to the following persons:

(a) To a person, other than nonresident certificate holders under group policies or contracts, who, regardless of where he or she resides, is the beneficiary, assignee, or payee of a person covered under subdivision (b).

(b) To a person who is an owner of, or certificate holder under, a policy or contract described in subsection (2), or, in the case of an unallocated annuity contract, to the person who is the contract holder, and which owner, certificate holder, or contract holder is 1 of the following:

A resident.

(ii) Not a resident, if all of the following conditions are met:

(A) The insurer that issued the policy or contract is domiciled in this state.

(B) The insurer never held a license or certificate of authority in the states in which the person resides.

(C) Such states have associations similar to the association created by this chapter.

(D) The person is not eligible for coverage by those associations.

(iii) Not a resident, if both of the following conditions are met:

(A) The person was a resident at the time the coverage was obtained by the person.

(B) The person is not eligible for coverage by another guaranty association.

(2) Except as provided in subsection (3), this chapter provides coverage to a person specified in subsection (1) for direct, nongroup life, health, annuity, and supplemental policies or contracts, for certificates under direct group life, health, annuity, and supplemental policies and contracts, and for unallocated annuity contracts issued by member insurers, except as limited by this chapter. [MCL 500.7704; MSA 24.17704.] Here, the trial court held that coverage was properly denied under subsection 7704(1)(b) on the basis that the four contracts purchased from ELIC were "unallocated annuity contracts," and that the contract holders— CoreStates Bank and its predecessors— were not residents of Michigan.¹ We agree.

"Unallocated annuity contract" is defined in subsection 7705(n) of the act to mean

an annuity contract or group annuity certificate that is not issued to and owned by an individual, except to the extent of an annuity benefit guaranteed to an individual by an insurer under the contract or certificate. The term shall also include, but not be limited to, guaranteed investment contracts, deposit administration contracts, and contracts qualified under Section 403(b) of the internal revenue code. [MCL 500.7705(n); MSA 24.17705(n).]

When statutory language is clear and unambiguous, judicial construction is not permitted. Meyers Moving & Storage v. Michigan Life & Health Ins. Guaranty Ass'n, 222 Mich.App. 675, 681-682, 566 N.W.2d 632 (1997). Here, the ELIC contracts fit squarely within the unambiguous statutory definition of unallocated annuity contracts, given that they were not issued to or owned by an individual and were identified in the commitment agreement executed between Unisys and ELIC as "guaranteed interest contracts" or "group annuity contracts," and in the prospectus issued by Unisys to plan participants as "guaranteed investment contracts."²

Our holding is consistent with decisions from other jurisdictions whose state statutory guaranty associations define unallocated annuity contracts similarly to subsection 7705(n). See, e.g., Unisys Corp. v. Texas Life, Accident, Health & Hospital Service Ins. Guaranty Ass'n, 943 S.W.2d 133 (Tex.App., 1997) (unallocated annuity contracts issued by ELIC and held by nonresident trustees were excluded from coverage under Texas statute); Oklahoma Life & Health Ins. Guaranty Ass'n v. Hilti Retirement Savings Plan, 939 P.2d 1110, 1112 (Okla., 1997) (unallocated annuity contracts issued by ELIC were excluded from coverage under Oklahoma statute); Unisys Corp. v. California Life & Health Ins. Guarantee Ass'n, 63 Cal.App.4th 634, 638, 74 Cal.Rptr.2d 106 (1998) (guaranteed investment contracts issued by ELIC were excluded from coverage under California statute). See also Honeywell, Inc. v. Minnesota Life & Health Ins. Guaranty Ass'n, 518 N.W.2d 557, 561 (Minn., 1994) (unallocated annuity contracts were covered under Minnesota statute only if the owner was a resident, and contracts issued by ELIC were covered because the plan trustee and...