Plaintiffs appeal as of right the April 20, 1994, order of declaratory judgment in favor of Farmers Insurance Group of Companies, Truck Insurance Exchange, and William D. Abraham (hereafter defendants). Defendants cross appeal, arguing that their motion for summary disposition was erroneously denied. We affirm in part, reverse in part, and remand for further proceedings.
i
In 1989, defendant William D. Abraham, an agent for defendant Farmers Insurance Group, sold plaintiffs a liability insurance policy. In 1991 and 1992, the nominal defendants in this action, Jacqueline Smith, Denalda Shaw, and linda Smith, brought actions against plaintiffs, alleging that they were injured when acetone that they had purchased from plaintiffs ignited. Defendants refused to defend or indemnify plaintiffs in these suits because of two policy endorsements that restricted produсts liability coverage, ET-114 * 1 2 (products liability exclusion) and ET- *313 343 2 (products and completed operations liability exclusion). In addition, defendants claimed that coverage was precluded by an exclusion listed in § IV(4)(b) of the insurance policy. Plaintiffs brought this action seeking a declaratory judgment that defendants were obligated to defend plaintiffs. In addition, plaintiffs brought a negligence claim against Abraham, alleging that Abraham had nеgligently failed to provide plaintiffs with adequate insurance coverage.
Plaintiffs moved for summary disposition pursuant to MCR 2.116(C)(10). They claimed that there was no genuine issue of material fact that the signatures of plaintiffs’ president, Michael Asher, on the two policy restriction endorsements were forgeries. In addition, they claimed that the exclusion in § IV(4)(b) of the insurance policy was not appliсable. Finally, they argued that defendants should be estopped from denying coverage because plaintiffs reasonably believed that they had purchased products liability coverage. Defendants filed a cross-motion for summary disposition.
*314 The trial court held that defendants had failed to create a question of fact concerning the authenticity of the signatures on the two policy restriction endorsements and granted plaintiffs partial summary disposition with regard to that issue. The trial court also found that the exclusion in § IV(4)(b) was not applicable because the acetone that allegedly injured the underlying plaintiffs was not manufactured by plaintiffs. Instead of granting plaintiffs’ motion for summary disposition in full or defendants’ cross-motion for summary disposition, the trial court ordered a trial to determine whether plaintiffs reasonably expected coverage under the policy. Following a bench trial, the trial court found that plaintiffs could not have reasonably expected coverage and denied declaratory relief. In addition, because the trial court found no special relationship between plaintiffs and Abraham, it denied plaintiffs’ negligence claim.
n
Plaintiffs argue on appeal that the trial court clearly erred in finding that Abraham was not negligent. We disagree. Generally, an insurance agent does not have an affirmative duty to advise a client regarding the adequacy of a policy’s coverage.
Bruner v League General Ins Co,
m
Plaintiffs also argue that defendants were required to plead contributory negligence as an аffirmative defense to the negligence claim. Because of our holding regarding the previous issue, this issue is moot.
rv
Plaintiffs argue that the trial court clearly erred in finding that plaintiffs did not have a reasonable expectation of coverage. We agree.
The duty to defend is essentially tied to the availability of coverage.
Arco Industries Corp v American Motorists Ins Co (On Remand),
An insurance policy is much the same as any other contract; it is an agreement between thе parties.
Zurich-American Ins Co v Amerisure Ins Co,
Under the rule of reasonable expectations, a court finds coverage under a policy if “the policyholder, upon reading the contract language, is led to a reasonable expectation of cоverage.”
Fire Ins Exchange v Diehl,
First, we note that the trial court erred in making a finding of fact regarding the reasonable expectations of plaintiffs. The construction of a contract with clear language is a question of law.
Auto Club Ins Ass’n v Lozanis,
Here, under the clear terms of the insurance policy, defendants agreed:
To pay all damages which the insured becomes legally obligated to pay because of
(C) bodily injury to any person, and
* * *
(E) damage to property, except that arising out of the ownership, maintenance or use of any automobile to which this insurance applies, caused by an occurrence. [Section n, 1.]
In addition, the policy provided that defendants “shall have the right and duty to defend any suit against the *317 insured seeking damages on account of such bodily injury or property damage, even if any of the allegations of the suit are groundless, false or fraudulent.” Id.
Temporarily ignoring the policy’s exclusions, this general policy language would have led plаintiffs reasonably to expect that defendants were obligated to defend them against the suits brought by the underlying plaintiffs. Although the trial court found that there was no meeting of the minds regarding products liability coverage, there is no dispute that there was a meeting of minds that defendants would provide to plaintiffs the insurance coverage quoted above. A meeting of the minds is judged by an objective standard, looking to the express words of the parties and their visible acts, not their subjective states of mind.
Kamalnath v Mercy Memorial Hosp Corp,
v
Defendants argue on cross appeal that the trial court erred in determining that the exclusion listed in § IV(4)(b) of the insurance policy did not apply. We disagree with the trial court’s reasoning, but agree with the result.
An insurer is free to define or limit the scope of coverage as long as the policy language fairly leads to only one reasonable interpretation and is not in contravention of public policy. Zurich-American, supra, p 531. Appellate courts strictly construe against an insurer exemptions that preclude coverage for the *318 general risk. However, courts cannot create ambiguity where none exists. Pacific Employers, supra, p 224; Diehl, supra, p 687. Clear and specific exclusions must be given effect. Pacific Employers, supra, p 224.
Here, the trial court held that the exclusion at issue did not apply because the products that allegedly injured the underlying plaintiffs were not prepared or developed by plaintiffs. This provision excluded coverage for
bodily injury or property damage resulting from a failure of the named insured’s products or work cоmpleted by or for the named insured to perform the function or serve the purpose intended by the named insured if such failure is due to a mistake or deficiency in any design, formula, plan, specifications, advertising material or printed instructions prepared or developed by any insured; but this exclusion does not apply to bodily injury or property damage resulting from the active malfunctioning оf such products or work. [Section IV(4)(b) (emphasis supplied).]
The policy further defined “named insured’s products” as:
[GJoods or products manufactured, sold, handled or distributed by the named insured or by others trading under his name, including any container thereof (other than a vehicle), but “named insured’s products” shall not include a vending machine or any property other than such container, rented to or located for use of others but not sold. [Section V(K) (emphasis supplied).]
In the underlying complaints, the underlying plaintiffs allеged that they purchased a dangerous product at Mario Beauty Supply, Inc. Because the insurance policy’s definition of “named insured’s product” was explicitly defined to include products that were “sold”
*319
or “distributed” by the insured, construction of the policy language fairly leads to only one reasonable interpretation.
Zurich-American, supra,
p 531. Accordingly, we hold that the exclusion in § IV(4)(b) generally applied to products sold or distributed by plaintiffs.
Kyllo v Northland Chemical Co,
Despite the trial court’s error, it was correct in holding that the exclusion did not apply. We will not reverse a trial court’s judgment that reaches the correct result for the wrong reason.
Welch v Dist Court,
Here, the underlying plaintiffs alleged that plaintiffs failed to provide adequate warnings of a dangerous product. The еxclusion found in § IV(4)(b) does not explicitly disallow coverage for damages resulting from a failure to warn. The wording of this exclusion has caused confusion and ambiguity.
W T Grant Co v U S F & G Ins Co,
279 Pa Super 591, 596-597;
VI
Defendants also argue on cross appeal that the trial court erred in granting plaintiffs summary disposition with regard to the issue of the applicability of the two policy restriction endorsements. We agree.
A motion for summary disposition under MCR 2.116(C)(10) tests the factual support for a claim.
Lash v Allstate Ins Co,
Affidavits, depositions, admissions, or other dоcumentary evidence in support of the grounds asserted in a motion for summary disposition pursuant to MCR 2.116(C)(10) must be filed with the motion. MCR 2.116(G)(3);
SSC Associates v General Retirement System of Detroit,
Here, in partially granting plaintiffs’ motion for summary disposition, the trial court relied on an unsworn opinion letter by an alleged handwriting expert who wrote that the signatures оn the two policy restriction endorsements were not signed by Asher or other people authorized to sign on Asher’s behalf. The trial court erred in relying on this unsworn letter to resolve a disputed question of fact. Id., p 367. Accordingly, defendants were under no obligation to submit affidavits in response to plaintiffs’ defective motion. Id., p 364.
In any case, a party opposing a motion brought under MCR 2.116(C)(10) may not rest upon the mere allegations or denials in that party’s pleadings, but *322 must by affidavit, deposition, admission, or other documentary evidence set forth specific facts showing that there is a genuine issue for trial. Lash, supra, p 101. Here, in opposition to plaintiffs’ motion, defendants submitted an affidavit by Abraham in which he swore that he sent unsigned copies of the endorsements to Asher with instructions that the endorsements be signed and returned to the office of Farmers Insurance. Abraham stated that the documents were returned signed by Mr. Michael Asher. Defendants argued further that Asher admitted in his deposition that several documents that bore Asher’s name were not actually signed by him. Similarly, although several other documents filed with the state of Michigan purported to have Asher’s signature, Asher could not identify those documents as containing his personal signature.
To render an instrument in writing competent evidence, it is necessary that some proof should be given from which the jury can legally infer that it was executed by the party.
Robertson v Burstein,
105 NJL 375; 146 A 355 (1929); see 32 CJS, Evidence, § 625, p 793 (1964) (“[I]f there is a reasonable probability established that the document is what it purports to be, the question then becomes one for the jury, and the document should go before them, with the evidence impeaching its genuineness, and with proper instructions.”); anno:
Necessity and manner of authenticating paper purporting to be act of private corporation,
The applicability of the two policy restriction endorsements is material to the disposition of this case. As already mentioned, the general terms of the policy would have led plaintiffs to reasonably expect that they had products liability coverage. However, if the factfinder on remand finds that Asher did sign the two policy restrictiоn endorsements, then looking at the language of the endorsements from an objective standpoint, Keillor, supra, p 417, plaintiffs could not have reasonably expected coverage.
vn
Plaintiffs argue that even if the terms of the insurance policy excluded products liability coverage, the case falls under an exception to the general rule requiring an insured to raise questions concеrning coverage because they were led to believe that defendants would provide the same coverage as plaintiffs carried with their prior insurance company. We disagree.
*324
An insured is held to knowledge of the terms and conditions contained within an insurance policy, even though he may not have read the policy.
Farm Bureau Mut Ins Co v Hoag,
In
Industro, supra,
p 395, this Court noted as an element of estoppel that the agent of the defendant promised the plaintiffs that the defendant could provide coverage identical to the plaintiffs’ existing insurance but at a lower rate.
Id.;
see, generally,
Schmidt v Bretzlaff,
In making its findings of fact, the trial court found that although Asher may have expected products liability coverage, defendant Farmers Insuranсe did not. The court also noted several differences between plaintiffs’ prior policy and the policy here. Such findings imply that the court found that the element of a promise in estoppel was not satisfied. Findings of fact by the trial court may not be set aside unless clearly erroneous. MCR 2.613(C);
Arco, supra,
The trial court’s denial of plaintiffs’ negligence claim is affirmed. The trial court’s judgment denying plaintiffs’ request for declaratory relief is reversed. *326 Remanded for proceedings consistent with this opinion. We do not retain jurisdiction.
Notes
This exclusion read:
It is agreed that such insurance as is afforded by the Bodily Injury Liability Coverage and the Property Damage Liability Coverage for the operations described in this endorsement does not apply to bodily injury or property damage arising out of
(1) the named insured’s products, or
(2) reliance upon а representation or warranty made with respect thereto;
if the bodily injury or property damage occurs after physical possession of such products has been relinquished to others whether such bodily injury or property damage occurs on premises owned by or rented to the named insured or elsewhere.
This restriction read:
In consideration of the reduced premium, it is agreed that this policy аffords no coverage for Bodily Injury or Property Damage arising out of any matter encompassed within the definitions of “Products Hazards” or “Completed Operations Hazards” including but not limited to causes of action based upon:
1. Breach of any express or implied warranty;
2. Defects or negligence in design, inspection, testing, or manufacture;
3. Failure to warn;
4. Failure to properly instruct in the use of a product; or
5. Any other alleged defects, negligence, or failure of whatsoever kind or nature in relation to a product or completed operation.