Utica Mut. Ins. Co. v. Munich Reinsurance Am., Inc.

• Decision Date: 30 September 2013
• Docket Number: No. 6:12–CV–0196 (LEK/ATB).,6:12–CV–0196 (LEK/ATB).
• Citation: 976 F.Supp.2d 254
• Parties: UTICA MUTUAL INSURANCE COMPANY, Plaintiff, v. MUNICH REINSURANCE AMERICA, INC., Defendant.
• Court: U.S. District Court — Northern District of New York

976 F.Supp.2d 254

UTICA MUTUAL INSURANCE COMPANY, Plaintiff,

v.MUNICH REINSURANCE AMERICA, INC., Defendant.

No. 6:12–CV–0196 (LEK/ATB).

United States District Court, N.D. New York.

Sept. 30, 2013.

Syed S. Ahmad, Patrick M. McDermott, Walter J. Andrews, Hunton, Williams Law Firm—McLean, McLean, VA, for Plaintiff.

Crystal D. Monahan, Bruce M. Friedman, Gerald A. Greenberger, Rubin, Fiorella Law Firm, New York, NY, for Defendant.

MEMORANDUM–DECISION and ORDER

LAWRENCE E. KAHN, District Judge.

I. INTRODUCTION

In this reinsurance-coverage dispute, Plaintiff, insurer Utica Mutual Insurance Company (“Utica”), brings a breach-of-contract claim seeking reimbursement from Defendant, reinsurer Munich Reinsurance America, Inc. (“Munich”), for defense costs and other expenses Utica has provided to Goulds Pumps, Inc. (“Goulds”). See generally Dkt. No. 1 (“Complaint”).¹ Presently before the Court are Munich's Motion for summary judgment, Utica's Motion to strike an affidavit submitted by Munich, and Utica's Motion to continue discovery. Dkt. Nos. 22 (“SJ Motion”); 27 (“Motion to Strike”); 29 (“Motion to Continue”). For the following reasons, the SJ Motion is granted and the Motions to Strike and Continue are denied.

II. BACKGROUNDA. Factual History

Utica is incorporated under the laws of, and has a principal place of business in, New York. Dkt Nos. 22–10 (“SMF”) ¶ 1; 28–1 (“SMF Response”) ¶ 1. Goulds manufactured pumps that allegedly incorporated asbestos. SMF ¶ 5; SMF Resp. ¶ 5. In 1973, Goulds was based in New York. SMF ¶ 5; SMF Resp. ¶ 5. Utica issued a number of insurance policies to Goulds, among which was an umbrella liability policy (“Umbrella Policy”) running from July 1, 1973 to July 1, 1974. SMF ¶ 6; SMF Resp. ¶ 6. The Umbrella Policy has a liability limit of $25 million “per occurrence or in the aggregate.” SMF ¶¶ 7–8; SMF Resp. ¶¶ 7–8. Utica entered into a facultative contract of reinsurance ² (“Certificate”) ³ with Munich covering part of the Umbrella Policy. SMF¶ 15; SMF Resp. ¶ 15. The Certificate has a $5 million limit of liability. SMF ¶ 15; SMF Resp. ¶ 15; Dkt. No. 28–2 ¶ 41.

Numerous asbestos-related bodily injury claims have been asserted against Goulds. SMF ¶ 5; SMF Resp. ¶ 5. In 2006 or 2007, Goulds and Utica reached, following litigation, a settlement agreement regarding Goulds' claims for coverage under the Umbrella Policy and other policies. SMF ¶ 17; SMF Resp. ¶ 17. Utica has been paying a portion of Goulds' losses and defense costs pursuant to this settlement agreement. SMF ¶ 20; SMF Resp.¶ 20.

Munich has, pursuant to the Certificate, reimbursed Utica for five-million dollars of loss and expense payments made by Utica to Goulds under the Umbrella Policy. SMF ¶ 21; SMF Resp. ¶ 21.

B. Procedural History

Utica filed the Complaint in January 2012. Compl. At the initial pretrial conference in July 2012, Munich advised that it would be filing an early motion for summary judgment. Text Order of July 25, 2012. The Honorable Andrew T. Baxter, U.S. Magistrate Judge, authorized a limited period of discovery that could be extended following the Court's ruling on Munich's anticipated summary judgment motion. See id. Discovery was stayed as of November 5, 2011. Text Order of November 5, 2011. The SJ Motion followed, accompanied by, inter alia, a Memorandum of law and an Affidavit from Richard B. Hill (“Hill”), a Munich vice president. Dkt. Nos. 22–11 ⁴ (“SJ Memorandum”); 22–2 (“Hill Affidavit”). Utica then moved to strike Hill's Affidavit, responded to the SJ Motion, and moved to continue discovery. Mot. to Strike; Dkt. No. 28 (“SJ Resp.”); Mot. to Continue. An onslaught of responses and replies have followed. See generally Dkt.

III. LEGAL STANDARDA. Summary Judgment

Rule 56 of the Federal Rules of Civil Procedure instructs a court to grant summary judgment if “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). Although “[f]actual disputes that are irrelevant or unnecessary” will not preclude summary judgment, “summary judgment will not lie if ... the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); see also Taggart v. Time, Inc., 924 F.2d 43, 46 (2d Cir.1991).

The party seeking summary judgment bears the burden of informing the court of the basis for the motion and of identifying those portions of the record that the moving party claims will demonstrate the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). If the moving party shows that there is no genuine dispute as to any material fact, the burden shifts to the nonmoving party to demonstrate “the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Id. This requires the nonmoving party to do “more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

At the same time, a court must resolve all ambiguities and draw all reasonable inferences in favor of the nonmoving party. Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000); Nora Beverages, Inc. v. Perrier Grp. of Am., Inc., 164 F.3d 736, 742 (2d Cir.1998). A court's duty in reviewing a motion for summary judgment is “carefully limited” to finding genuine disputes of fact, “not to deciding them.” Gallo v. Prudential Residential Servs., 22 F.3d 1219, 1224 (2d Cir.1994).

B. Motion to Continue

Federal Rule of Civil Procedure 56(d) provides that, if a party opposing a summary judgment motion demonstrates that “for specified reasons, it cannot present facts essential to justify its opposition, the court may: (1) defer considering the motion or deny it; (2) allow time to obtain affidavits or declarations or to take discovery; or (3) issue any other appropriate order.” The party opposing summary judgment must identify “potentially discoverable evidence” that might raise an issue of material fact. Lunts v. Rochester City Sch. Dist., 515 Fed.Appx. 11, 14 (2d Cir.2013). In a breach of contract action, additional discovery should not be granted where a contract is unambiguous and its meaning may therefore be resolved as a matter of law. SeeKashfi v. Phibro–Salomon, Inc., 628 F.Supp. 727, 740 n. 10 (S.D.N.Y.1986).

IV. DISCUSSION

Both parties acknowledge that: (1) the Certificate requires Munich to reimburse Utica for expense payments; (2) the Certificate has a five million-dollar limit of liability; and (3) Munich has already reimbursed Utica for five-million dollars of losses and expenses. This dispute centers on whether Munich's expense payments are subject to the limit of liability or whether Munich is obligated to pay for expenses in excess of that limit. Munich contends that the limit of liability is expense-inclusive. See SJ Mem. at 15–20.⁵ Utica responds that Munich has not demonstrated that the Certificate's limit of liability is expense-inclusive, because: (1) Munich has not established the actual terms of, or applicable law governing, the Certificate; and (2) even if Munich has established the terms of the Certificate, the Certificate either unambiguously excludes expenses from the limit of liability or is ambiguous and must be interpreted using extrinsic evidence. See SJ Resp. at 25–38. Utica therefore seeks denial of the SJ Motion and additional discovery regarding each of these issues. See generally id.

A. Authenticity of the Certificate

Utica attached a two-page document to its Complaint. Dkt. No. 1–3 (“Document”). The first of the Document contains “declarations,” Dkt. No. 1–1 at 2 ⁶ (“Declarations Page”), while the second page contains “conditions,” Dkt. No. 1–1 at 3 (“Conditions Page”). Munich attached the same two-page document to the Hill Affidavit. Dkt. No. 22–3. Hill affirmed that this document was a “true and correct copy” of the Certificate. Hill Aff. ¶ 4. Utica acknowledges that the Declarations Page was of part the Certificate but asserts that the Certificate may have contained a page of conditions different than the Conditions Page. See SJ Resp. at 27. Utica therefore argues that Munich “has failed to carry its burden to submit admissible evidence to establish the absence of a genuine issue of material fact” regarding the terms of the complete Certificate. Id.

Utica cannot now controvert what it has effectively admitted. Utica attached the Document, including the Conditions Page, to the Complaint; treated the Document as accurate, and relied upon it throughout the Complaint. In the Complaint, Utica states that Munich and Utica “entered into a reinsurance agreement ... (‘the Certificate’). A copy of the Certificate provided by Munich Re is attached as Exhibit 1.” Compl. ¶ 10 (emphasis added). Utica now argues that it “merely stated that the documents attached to the complaint were documents that [Munich] provided to Utica.” Dkt. No. 57 (“Continue Reply”) at 5. But Utica did more than merely describe the source of the Document; Utica deemed it a “copy” of the Certificate. Utica used no limiting language; it did not, for example, describe the Document as a “purported copy.” ⁷ Utica's admission that the Document was a copy of the Certificate contradicts its present contention that the Document and Certificate may have differed. SeeBlack's Law Dictionary (9th ed.2009) (defining “copy” as “imitation or reproduction of an original”). Moreover, the Complaint otherwise treats the Document as accurate: it alleges, for example that “Utica has satisfied all of the applicable terms, conditions, and other requirements under the Certificate.” Compl. ¶ 24 (emphasis added). Without any limiting language, Utica alleged compliance with conditions it now claims cannot...