10 Ellicott Square Court Corp. v. Mountain Valley Indemnity Co.
634 F.3d 112
2d Cir.2010Background
- 5182 Group, LLC and 10 Ellicott Square Court Corp. contracted with Ellicott Maintenance, Inc. for interior demolition of a Buffalo building.
- Ellicott Maintenance procured primary and umbrella insurance from Mountain Valley Indemnity Co., with certificates listing the plaintiffs as additional insureds.
- The Construction Agreement required Ellicott Maintenance to procure insurance and name the plaintiffs as additional insureds before work commenced.
- DelPrince, a subcontractor, was injured on September 9, 2003, before the Construction Agreement was signed by the parties.
- Plaintiffs sought defense and indemnification under the policies; Mountain Valley denied coverage, citing lack of execution of the underlying contract.
- The district court held the Construction Agreement executed for purposes of the Primary Policy and granted declaratory relief in plaintiffs' favor; the district court also addressed estoppel based on the COI.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the Construction Agreement executed for Primary Policy purposes? | Plaintiffs contended partial performance sufficed to execute the contract. | Execution required signing or full performance before injury. | Not executed; Primary Policy not in effect at injury. |
| Does the Umbrella Policy cover plaintiffs despite lack of execution in the underlying contract? | Umbrella coverage requires only a written agreement, not execution. | Umbrella is bound by same execution requirement as underlying policy. | Umbrella Policy covers plaintiffs under Section 3(c). |
| Can a certificate of insurance estop the insurer from denying coverage? | COI issued listing plaintiffs as additional insureds estops Mountain Valley. | COI is informational only and does not create coverage; estoppel varies by jurisdiction. | Certifications issue certified to New York Court of Appeals; estoppel question unresolved here. |
Key Cases Cited
- Burlington Insurance Co. v. Utica First Insurance Co., 71 A.D.3d 712 (2d Dep't 2010) (execution requires signing or full performance)
- Niagara Mohawk Power Corp. v. Skibeck Pipeline Co., 270 A.D.2d 867 (4th Dep't 2000) (certificate of insurance can estop depending on authority and reliance)
- American Ref- Fuel Co. of Hempstead v. Res. Recycling, Inc., 248 A.D.2d 420 (2d Dep't 1998) (certificate of insurance not evidence of coverage where disclaimers limit rights)
- Bucon, Inc. v. Pa. Mfg. Ass'n Ins. Co., 151 A.D.2d 207 (3d Dep't 1989) (estoppel where reliance on certificate to commence work)
- Flores v. Lower East Side Serv. Ctr., Inc., 4 N.Y.3d 363 (2005) (unsigned contracts may be enforceable if intent to be bound is shown)