J & W FOODS CORPORATION and Jerrie Lynn Kelly Hughes
v.
STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY.
Supreme Court of Mississippi.
James W. Nobles, Jr., Jackson, for Appellants.
William H. Creel, Jr., Edward J. Currie, Jr., Currie, Johnson, Griffin, Gaines & Meyers, Jackson, for Appellee.
En Banc.
*551 McRAE, Justice, for the Court:
¶ 1. Before this Court is the question of whether the mother of a shareholder in a closely held corporation qualifies as an insured pursuant to an uninsured/underinsured motorist (UM/UIM) provision in an insurance policy where the corporation is the named insured. The record is insufficient to support judgment on the pleadings as granted by the county court and affirmed by the circuit court below. Further, because we take this oрportunity to establish guidelines to be followed in interpreting policies like the one in the case sub judice, we reverse and remand.
I.
¶ 2. The accident giving rise to this cause of action occurred on March 23, 1994, when Julia Kelly was fatally injured while riding in a vehicle being driven by Edna Edwards. Both parties agree that Edwards's negligence caused the accident. Edna Edwards was an underinsured motorist at the time of the collision. Prior to her death, Julia Kelly lived with her dаughter and son-in-law, Jerrie Lynn Kelly Hughes and Wayne P. Hughes, at their residence.
¶ 3. Jerrie and Wayne Hughes own one hundred (100) percent of J & W Foods Corporation, a Subchapter S (closely held) corporation which operаtes a Dairy Queen store in Jackson, Mississippi. They are the sole officers of the corporation. The Hugheses reside at 2096 Monaco Street in Jackson. J & W Foods is also domiciled at 2096 Monaco Street in Jackson. The Hugheses own a 1991 GMC Pickup truck titled in the corporation's name and insured by State Farm Automobile Insurance Company for Automobile Liability and Uninsured and Underinsured Motorists Bodily Injury Liability Insurance. It is under this policy that Jerrie Hughes made a claim for underinsured motorist coverage based on her mother's death.
¶ 4. Section III of the policy, Uninsured Motor Vehicle Coverages, states that "We [State Farm] will pay damages for bodily injury an insured is legally entitled to collect from the owner or driver of an uninsured motor vehicle. The bodily injury must be caused by an accident arising out of the operation, maintenance or use of an uninsured motor vehicle." This section also defines an "insured" under the policy:
Who is an InsuredCoverages U and U1
Insuredmeans the person or persons covered by uninsured motor vehicle coverage.
This is:
1. you;
2. your spouse;
3. your relatives; and
4. any other person while occupying:
a. your car, a temporary substitute car, a newly acquired car, or a trailer attached to such a car. Such vehicle has to be used with the consent of you or your spouse; or
b. a car not owned by you, your spouse or any relative, or a trailer attached to such a car. It has to be driven by the first person named in the declarations or that person's spouse and with the owner's consent.
Such other person occupying a vehicle used to carry persons for a charge is not an insured.
II.
¶ 5. Under the Mississippi Uninsured Motorist Coverage provisions,
[t]he term "insured" shall mean the named insured and, while resident of the same household, the spouse of any such named insured and relatives of either, while in a motor vehicle or otherwise, and any person who uses, with the consent, expressed or implied, of the named insured, the motor vehicle to which the policy applies, and a guest in such motor vehicle to which the policy applies, or the personal representative of any of the above. The definition оf the term "insured" given in this section shall apply only to the uninsured motorist portion of the policy.
Miss.Code Ann. § 83-11-103(b).
¶ 6. Generally, the "named insured" refers only to the name actually appearing on the insurance policy. According to thе language *552 of the policy in this case, only J & W Foods Corporation was the named insured; no individuals were designated as named insureds. Further, the decedent could not be a spouse of the named insured. Additionally, the decedent was not occupying a vеhicle belonging to the insured, nor was she occupying a vehicle not owned by the corporation but driven by the insured. Therefore, to be recognized as an insured, Julia Kelly must be included within the "your relatives" language of the UM/UIM provision.
¶ 7. This is a case of first impression before this Court. We begin with the basic principles in analyzing contracts between individuals and insurance companies. Before recovery is warranted, we must decide whether the dеcedent is an insured under the insurance contract. State Farm Mut. Auto. Ins. Co. v. Davis,
¶ 8. Initially, in interpreting an insurance policy, this Court should look at the policy as a whole, consider all relevant portions together and, whenever possible, give operative effect to every provision in order to reach a reasonable overall result. Continental Cas. Co. v. Hester,
¶ 9. An ambiguity in аn insurance policy exists when the policy can be interpreted to have two or more reasonable meanings. See Insurance Co. of North America v. Deposit Guaranty Nat. Bank,
¶ 10. In a previous uninsured motorist coverage case, this Court allowed coverage for individuals, even though the policy at issue was one in which a non-individual was the named insured. In Cossitt v. Nationwide Mut. Ins. Co.,
¶ 11. Given this discussion of the law, we cannot say that the record before us is sufficient to determine whether Julia Kelly was an insured under the policy held by J & W Foods Corporation. We really cannot tell from the record what the intent was of the stockholders when the insurance was purchased. Aspects of the relationship between the parties which supported our conclusions in other coverage cases are not reflected here, including whether the shareholders of the corporation actually intended to be covered under the UM/UIM provision, since the policy language specifically refers to "you," "spouse," and "relative," but the insured is a corporation wholly owned by the Hughesеs. Was the insurance purchased to cover the family members under the corporation and using the family's address? Was this corporation intended to be run as a family business? Because J & W Foods is a Subchapter S corpоration, it is different from other corporations where shareholders only own a few shares of stock. The corporation and its shareholders may have expected that individuals would be covered under the pоlicy. Along with understanding the intent of the shareholders of the closely held corporation, knowing how many policies were issued to the corporation and who paid the premiums on the policy under review would be helpful in resolving this case. See Cossitt,
¶ 12. In a nutshell, judgment on the pleadings was not available in this case, and the court below erred in prematurely granting appellee's motion for judgment on the pleadings pursuant to M.R.C.P. 12(c). This case is remanded for further factual development of the representations made by the insurer and insured and for proceedings consistent with this opinion.
¶ 13. REVERSED AND REMANDED.
SULLIVAN and PITTMAN, P.JJ., and BANKS and JAMES L. ROBERTS, Jr., JJ., concur.
MILLS, J., dissents with sеparate written opinion joined by PRATHER, C.J., and SMITH, J.
WALLER, J., not participating.
MILLS, Justice, dissenting:
¶ 14. I find that the language in J & W Food Company's insurance policy is unambiguous and would affirm the trial court's judgement for the Defendant. For this reason, I respectfully dissent.
¶ 15. The issue we are presented with today is whether the term "relative" in a closely held corporation's insurance policy includes relatives of the officers and shareholders of the corporation. I believe that we should follow the majority of the jurisdictions which hold that it does not.[1]
¶ 16. There are two classes of insured under the Mississippi Uninsured Motorist Act. Miss.Code Ann. 83-11-103(b) (1991). The first class includes "the named insured and, while resident of the same household, the spouse of any such named insured and relativеs of either, while in a motor vehicle or *554 otherwise." Miss.Code Ann. 83-11-103(b)(1991). The second class of insured includes any person who uses the named insured's vehicle with the express or implied consent of the named insured and any guest in the motor vehicle to which the policy applies. Id. In the case sub judice, Ms. Kelly does not fit into either class.
¶ 17. In the insurance policy at issue, J & W Foods Corporation is the named insured. The Hughes claim that Ms. Kelly was an insured within the definition and meaning of the State Farm policy. The Hughes assert that because they are thе sole owners of J & W Food Corporation and J & W Food Corporation is operated out of their home, in which Ms. Kelly also resided, that she was covered by the policy. Since Ms. Kelly was not a driver or a passenger in the GM truck that was insured J & W Food, thе only way she will be covered by the policy is if she is considered a "relative" of the insured. As a corporation J & W Foods is not capable of having relatives. Thus, according to the language of the policy, Ms. Kelly is not an insured.
¶ 18. Essentially, what the Hughes are asking this Court to do is to pierce the corporate veil and treat J & W Food's automobile policy as a family policy. Before this Court will pierce the corporate vеil, the plaintiff must show that the factual circumstances are so extraordinary that "to do otherwise would `subvert the ends of justice.'" Gray v. Edgewater Landing, Inc.,
¶ 19. This Court has a long history of respeсting the corporate entity. Gray,
¶ 20. For the reasons set forth above I respectfully dissent.
PRATHER, C.J., and SMITH, J., join this opinion.
NOTES
Notes
[1] Grain Dealers Mutual Ins. Co. v. McKee,