US Mineral Products Co. v. American Ins. Co.

• Citation: 348 N.J. Super. 526,792 A.2d 500
• Parties: UNITED STATES MINERAL PRODUCTS COMPANY, Plaintiff-Respondent, v. AMERICAN INSURANCE COMPANY; Continental Casualty Company; Continental Insurance Company; Federal Insurance Company; Hartford Fire Insurance Company; Home Insurance Company; Insurance Company of North America; National Union Fire Insurance Company of Pittsburgh, Pennsylvania; New Jersey Property-Liability Insurance Guaranty Association; North River Insurance Company; Puritan Insurance Company; St. Paul Fire and Marine Insurance Company; United States Fidelity and Guaranty Company; Alexander & Alexander, Inc., Defendants, and Twin City Fire Insurance Company, Defendant-Appellant.
• Decision Date: 07 March 2002
• Court: Superior Court of New Jersey

792 A.2d 500

348 N.J. Super. 526

UNITED STATES MINERAL PRODUCTS COMPANY, Plaintiff-Respondent, v. AMERICAN INSURANCE COMPANY; Continental Casualty Company; Continental Insurance Company; Federal Insurance Company; Hartford Fire Insurance Company; Home Insurance Company; Insurance Company of North America; National Union Fire Insurance Company of Pittsburgh, Pennsylvania; New Jersey Property-Liability Insurance Guaranty Association; North River Insurance Company; Puritan Insurance Company; St. Paul Fire and Marine Insurance Company; United States Fidelity and Guaranty Company; Alexander & Alexander, Inc., Defendants, and Twin City Fire Insurance Company, Defendant-Appellant.

Superior Court of New Jersey, Appellate Division.

Argued October 3, 2001.

Decided March 7, 2002.

William J. Bowman (Hogan & Hartson) of the Washington D.C. bar, admitted pro hac vice, argued the cause for appellant (Purcell, Ries, Shannon, Mulcahy & O'Neill, attorneys; William P. Ries, of counsel, Michael F. O'Neill, Bedminster and Mr. Bowman and Paula P. Skalaban (Hogan & Hartson), on the brief).

Anthony Bartell, Newark, argued the cause for respondent (McCarter & English, attorneys; Mr. Bartell, of counsel, and Teresa L. Moore, on the brief).

Before Judges BAIME, FALL and AXELRAD.

The opinion of the court was delivered by FALL, J.A.D.

In this declaratory judgment action between a manufacturer of asbestos-containing products and its insurers, we examine the issue of whether an extension of an excess-coverage insurance policy for a shortened period less than the original policy period creates an additional set of aggregate policy limits. We also consider the question of whether that policy provides a single per occurrence limit regardless of the number of aggregate limits provided.

At the request of plaintiff, United States Mineral Products Company (USM), defendant, Twin City Fire Insurance Company (Twin City), issued an endorsement to its existing excess-coverage policy extending coverage for a two-week period, with all other terms of the existing policy to remain the same, in return for a prorated premium, to allow USM's excess-coverage insurance program to coincide with expiration of USM's underlying primary-coverage policies.

We hold that in the absence of unambiguous policy language to the contrary, an insured who pays a prorated premium for insurance coverage for an additional period with all other terms of the policy to remain the same would reasonably expect that such a prorated premium reflects only the insurer's reduced time on the risk, not a reduction in the policy's aggregate coverage limits. Accordingly, the two-week short-term policy extension issued here is construed as containing the same aggregate coverage limit as provided in the original excess-coverage insurance policy.

We also hold that in accordance with the reasoning set forth in Owens-Illinois, Inc. v. United Ins. Co., 138 N.J. 437, 650 A.2d 974 (1994) and Carter-Wallace, Inc. v. Admiral Ins. Co., 154 N.J. 312, 712 A.2d 1116 (1998), the subject Twin City excess-coverage policy provides a separate per occurrence limit for each of the policy's aggregate periods.

These issues arose in the following factual and procedural context. From 1954 through 1971, USM or its predecessor companies manufactured products containing asbestos. More than 15,000 asbestos-related cases have been filed against USM nationally in which claimants have alleged personal injuries arising from alleged exposure to asbestos or asbestos-containing products manufactured and sold by USM. Additionally, more than 200 asbestos-related cases have been filed against USM alleging property damage due to installation of asbestos-containing products manufactured and sold by USM in buildings throughout the country. Approximately 500 asbestos-related cases have been instituted against USM in the courts of New Jersey.

USM was insured under various primary, umbrella, and excess standard-form comprehensive general liability (CGL) insurance policies covering personal injury and property damage caused by use of its products. Twin City, along with several of the insurer defendants, sold USM multi-period excess-coverage policies that included policy periods of less than one year.

On July 8, 1992, USM filed a declaratory judgment action against fourteen insurance companies from whom it had purchased primary, umbrella, and excess-coverage general liability insurance policies, including Twin City, seeking a defense and coverage concerning thousands of claims made against it for asbestos-related personal injury and property damage allegedly sustained as a result of the use of asbestos-containing products manufactured and sold by USM.

Relevant to the specific coverage issues between USM and Twin City, USM moved for entry of partial summary judgment against defendant, Puritan Insurance Company, on the issue of whether the issuance by Puritan of an extension of its excess-liability policy to USM created a new aggregate limit for the period of extension. The motion was argued and decided by the trial court on July 2, 1996. In ruling that the issuance to USM by Puritan of a ninety-day extension of its policy made available a new set of aggregate limits applicable to the period of the policy extension, the motion judge stated, in pertinent part:

The argument before the Court is whether or not the language of the period of coverage that is in question gives rise to a new aggregate limit or provision of coverage by defendant ... Puritan[.]

....

The underlying facts, as I've indicated, are not in substantial dispute. [USM] carried both primary and excess coverage for a period of many years through the 1970s and into the 1980s....

....

Puritan had issued ... a series of annual policies coverage which carried with it a five million dollar per occurrence and with a five million dollar annual aggregate limit to coverage. Clearly aggregate limits to coverage are sole benefits to the issuing insurance company because it particularly identifies for them the maximum exposure under particular risks so they can in any way that seems appropriate to them underwrite the policy and determine the premium costs for that particular coverage.

....

In the instant case, [USM] had decided to revamp its insurance program and wished to carry forward a period of coverage which would exceed the termination of the original annual contract..., to run it over to the beginning of its new insurance program. It was an occurrence policy as was the coverage that was issued sequential to it. And by definition, because it was an occurrence policy, neither party at that time had in its possession specific firsthand affirmative knowledge as to the amount of claims that were made or could be made or the degree to which the aggregate would be exhausted.

So, both parties when they entered into the contract of coverage, whether you call it stub policy, whether you call it something analogous to renewal, I'm not sure the labels are particularly helpful to the Court in concluding what was provided by the agreement. Of course, the first guide post that any court should use is the language of the contract[.]....

....

There was a request for coverage for a period that was not covered in the annual coverage concluding in May and which Puritan was not required to sell. Puritan could sell it, not sell it, do as it saw fit. They saw fit to sell a period of coverage that they were not otherwise required to do so.

Counsel for defendant argues that we must call this an extension and that that semantic definition carries with it a series of legal sequelae which have great substance.

In analyzing all the cases that the parties have cited, ... the Court concludes that it is of no logical significance to try to evaluate the name this thing we are here about. The truth of the matter is that Puritan could have at that time decided not to sell anything, had no coverage, and concluded whatever coverage they did. Having sold a period of coverage that they were not required to do, it is in essence a new contract. It is a contract wherein the parties agree to use terms of previous coverage so that the simple extension says that this policy is issued and it says that with the extension over time it relies on all the previous terms and definitions in the earlier policy.

The question for this Court is what did that language convey as an understanding to the parties as to what they were purchasing? Objective reasonable intent is merely an [aid] in or an expectation is merely an [aid] in discerning or divining, if you will, what the parties had expected to get and what reasonably they sold.

In the instant case, I am satisfied that the Court must apply some logical conclusion as to what occurred. What occurred? Defendant would have me ... find that an important component of coverage... was indeed no coverage at all, it was merely a ... new reporting period by which to exhaust previous claims which are concededly far now in excess of the coverage here.

If that was such an important and significant limitation, ... that clearly is something I am satisfied should have been made clear in the contracting language. If you were going to sell coverage for a ninety day period which was guided by the earlier policy limits, it seems to me that absent some disclosure that there was an important part of the earlier coverage which was not now available, that the insurance company does so at its own risk in construction of the policy at a later date.

In essence, because insurance policies can only be determined by later developments, what in essence was happening was that [USM] was buying coverage which excluded a significant material component and that was for the five million dollar aggregate for product liability and for occupational injury or disease.

Quite clearly a contract of insurance purchases coverage for a period of time certain. By accepting a quarter premium for a quarter year

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