Minnieland Private Day Sch., Inc. v. Applied Underwriters Captive Risk Assurance Co., 913 F.3d 409

Minnieland purchased Applied Underwriters’ EquityComp workers’ compensation program and signed (1) a Binder, (2) a three‑year Reinsurance Participation Agreement (RPA) with AUCRA, and (3) CNI workers’ compensation policies issued the next day. The documents were executed contemporaneously and the Binder conditioned policy issuance on execution of the RPA.
The EquityComp program pooled affiliated entities, placed payroll/premium/loss allocations into a segregated participant cell, and used Schedule 1 in the RPA to calculate fees, allocations, and early‑cancellation charges tied to the CNI policies.
After large, unexplained premium invoices in Nov.–Dec. 2015, AUCRA terminated Minnieland’s participation. Minnieland sued in federal court alleging the RPA is an insurance contract and AUCRA was unlicensed, seeking declaratory relief and damages.
AUCRA sought to compel arbitration under the RPA’s arbitration clause. Minnieland argued Va. Code § 38.2‑312 voids arbitration clauses in insurance contracts and that the RPA is an insurance contract.
On prior appeal the Fourth Circuit held delegation provisions in putative insurance contracts cannot delegate arbitrability to an arbitrator under § 38.2‑312 and remanded to decide whether the RPA is an insurance contract. On remand the district court held the RPA is an insurance contract and voided the arbitration clause; the Fourth Circuit affirmed.

Issue	Minnieland’s Argument	AUCRA’s Argument	Held
Is the RPA an insurance contract for purposes of Va. Code § 38.2‑312?	The RPA is part of the integrated EquityComp insurance sale (Binder + RPA + CNI policies) and performs insurance functions (risk transfer/allocations, premium calculations).	The RPA is a separate reinsurance/reinsurance‑style participation agreement and should be considered standalone, not an insurance contract.	The RPA and related documents form an integrated insurance contract under Virginia law; therefore it is an "insurance contract" for § 38.2‑312.
Should contemporaneous documents (Binder, RPA, policies) be read together?	Yes: the documents were executed together, cross‑reference each other, share subject matter, and are mutually dependent.	No: the RPA is a distinct agreement among different parties and should be parsed separately from the policies.	Virginia law permits construing contemporaneous instruments as one integrated transaction; the court treated the documents as an integrated contract.
Is the arbitration clause enforceable despite § 38.2‑312?	AUCRA: FAA and arbitration clause control; arbitration should be compelled.	Minnieland: § 38.2‑312 voids arbitration clauses in insurance contracts; if RPA is insurance, arbitration clause is void.	Because the integrated contract is an insurance contract, § 38.2‑312 renders arbitration provisions void; AUCRA must litigate in court.

Countryside Orthopaedics, P.C. v. Peyton, 541 S.E.2d 279 (Va. 2001) (contemporaneous documents executed in same transaction are construed together)
Daugherty v. Diment, 385 S.E.2d 572 (Va. 1989) (multiple documents comprising a business transaction are read together to determine intent)
Musselman v. Glass Works, LLC, 533 S.E.2d 919 (Va. 2000) (documents executed together forming integrated business transaction)
Hitachi Credit Am. Corp. v. Signet Bank, 166 F.3d 614 (4th Cir. 1999) (several instruments may constitute one contract when made contemporaneously on same subject)
Minnieland Private Day Sch., Inc. v. Applied Underwriters Captive Risk Assurance Co., Inc., 867 F.3d 449 (4th Cir. 2017) (delegation provisions in putative insurance contracts cannot delegate arbitrability to an arbitrator under Va. law)