Defendant-appellant, Reliance Insurance Company (Reliance), appeals from a judgment for $392,525 in favor of plaintiffs-ap-pellees, Mountain Fuel Supply Company (Mountain Fuel) and CNA Insurance Company (CNA). The judgment resulted from a suit filed by Mountain Fuel and one of its insurers, CNA 1 , against Reliance, an insurer of Darenco, Inc. (Darenco), and Freberg & Freberg (Freberg), Darenco’s insurance agent. Darenco is a general contractor that was employed by Mountain Fuel to build a gas sweetening plant at Butcherknife Springs, Wyoming. Mountain Fuel sued to obtain reimbursement for all settlement and defense costs incurred in a prior personal injury suit filed by Albert McDonald against Mountain Fuel regarding an accident which occurred at Butch-erknife Springs. Mountain Fuel claims that although Darenco’s comprehensive liability policy issued by Reliance does not specifically mention Mountain Fuel, the return and approval of Mountain Fuel certificates of insurance, by Reliance’s agent Fre-berg, gave Mountain Fuel named insured status and protection from liability at Butcherknife Springs.
I
Many companies, including Mountain Fuel, require any hired company to present a certificate of insurance as evidence that the hired company has insurance. The certificate often used, called an ACORD certificate, lists a number of basic policy details and states that it “is issued as a matter of information only and confers no rights upon the certificate holder” and that it “does not amend, extend or alter the coverage afforded by the policies listed below.” 2 See Brief of Appellant, Attachment F. Although the ACORD certificate is used for many insurance certificates, it is not the exclusive format used. 3
Mountain Fuel had its own insurance certification form, which included a number of provisions not found in the ACORD certificate, two of which are critical in the instant case. The first is paragraph (f) stating that
*885 Mountain Fuel Supply Company is a named insured under each of the policies listed above, and each of the policies above is primary coverage to Mountain Fuel Supply Company. This primary coverage applies to the full policy limits prior to any other insurance coverage which Mountain Fuel Supply Company may have in the event of a claim under any of said policies.
The second is a clause stating that
[t]his certificate of insurance does not amend, extend or otherwise alter the terms and conditions of the insurance coverage in the policies identified above, except as above set forth.
I R. Doc. 51, Ex. B.
II
On December 15, 1977, Mountain Fuel entered into a contract with Darenco for the construction of Buteherknife. The contract contained a “hold harmless” agreement specifying that Darenco would obtain liability insurance to cover both Darenco’s and Mountain Fuel’s liability regarding Darenco’s work at Buteherknife. 4 Such indemnification was to be demonstrated by submission of a completed Mountain Fuel insurance certificate. See I R. Doc. 51, Ex. E at 9-10.
On June 10, 1977, Freberg, an insurance agency used by Darenco, returned to Mountain Fuel a Mountain Fuel certificate, filled out and signed by Freberg. The certificate identified Highlands Insurance Company as Darenco’s insurer until June 9, 1978. I R. Doc. 51. Freberg signed the certificate as “agent” of Highlands. Id.
The following year, at the expiration of the Highlands policy, Reliance began to insure Darenco with a policy which was to run from June 9, 1978, until June 9, 1979. There is no record that any certificate of insurance, either an ACORD or a Mountain Fuel form, had been issued to Mountain Fuel regarding the 1978-1979 Reliance policy. See Mountain Fuel Supply and CNA Ins. Co. v. Freberg & Co. and Reliance Ins. Co., No. C-84-2175W at 4, II R. Doc. 83 (D.Utah Oct. 23, 1986) (unpublished memorandum decision and order granting partial summary judgment to Mountain Fuel) (hereinafter “II R. Doc. 83, Mem. Dec. 10/23/86”).
The Reliance policy (stated on the certificate to be issued by Reliance and Harbor Insurance Companies) was renewed on June 9, 1979, for a one year period. Id. On June 11, 1979, a signed Mountain Fuel certificate regarding this policy was returned to Mountain Fuel by Freberg. Id; I R. Doc. 51, Ex. B. The certificate indicated that Mountain Fuel was to receive fifteen days’ notice prior to cancellation of the policy. I R. Doc. 51, Ex. B. Mountain Fuel returned this certificate and requested the completion of a new one with a sixty day notice period. On July 24, 1979, Fre-berg returned the new Mountain Fuel certificate, identical to the one of June 11, except it indicated a 60 day notice period and it was not signed by Freberg. See Brief of Appellees, Attachment F. Both the June 11 and July 24 certificates indicated that the Reliance/Harbor insurance policy involved was “Expiring” on June 9, 1980. Despite Freberg’s issuance of these certificates, containing paragraph (f), see Part I, supra, no endorsement was made to the Reliance/Harbor policy to include Mountain Fuel as a named insured.
On June 9, 1980, Reliance issued a renewal policy, due to expire on June 9, 1981, to Darenco. As in the previous Reliance/Harbor policies issued to Darenco, no mention was made of Mountain Fuel. At this time, Freberg issued an ACORD *886 certificate to Mountain Fuel. This is the first ACORD certificate received by Mountain Fuel regarding Darenco.
Although the ACORD certificate did not meet Mountain Fuel’s certification requirements, they did not notify Darenco of this problem until some months later. On January 9, 1981, Mountain Fuel sent a letter to Darenco with three paragraphs checked to show why the submitted certificate was not acceptable. The checked paragraphs read:
Information must be provided on Mountain Fuel Supply Company Certificate of Insurance Exhibit ‘B’ form. 1 Form(s) attached.
Paragraph (F) must not be excluded from Certificate. It is our intent that your company’s insurance is primary but only with respect to operations performed for or on behalf of Mountain Fuel Supply Company.
The Certificate does not reflect at least a 30 day notice of cancellation requirement.
I R. Doc. 46, Ex. B. The letter was attached to a Mountain Fuel certificate. 5 Darenco forwarded the letter to Freberg, but Freberg did not notify Reliance about the letter until January 27, 1981, one day after the McDonald accident. 6 Reliance subsequently endorsed Mountain Fuel on the policy as an additional insured, effective January 27, 1981, the date of the request. I R. Doc. 46, Ex. E.
Ill
The McDonald complaint alleged that Mountain Fuel had failed to maintain a safe place to work, but it did not allege any specific design defects. Consequently, Mountain Fuel did not investigate possible connection to the design or construction of the water tank, treating the case as a simple “slip and fall.” In November 1983 Mountain Fuel deposed McDonald’s reeently retained liability expert, Dr. Rudi Lim-pert. Limpert indicated that McDonald would be claiming that the railing on the stairway was significantly lower than that required by the American Petroleum Institute (API) design standards. IX R. at 57-60.
Mountain Fuel then sought leave to join general contractor Darenco and the manufacturer of the water tank as additional parties. Leave was denied because of the impending trial date of January 23, 1984. Mountain Fuel attempted to tender the defense to Darenco’s insurer by sending a letter to Highlands by way of Freberg, apparently not realizing that Reliance was the present insurer of Darenco. Freberg routed the letter to Reliance on January 16, 1984, one week before trial. This tender was rejected. On January 20, 1984, McDonald accepted Mountain Fuel’s offer of settlement for $250,000. Reliance was notified of the settlement and soon thereafter, it denied coverage and refused to pay anything to Mountain Fuel.
Ruling on cross motions for summary judgment by Reliance and Mountain Fuel, the district court granted partial summary judgment for Mountain Fuel. The court’s rulings included:
1. The 1979 Certificate, as a matter of law, makes Mountain Fuel a named insured under the Reliance insurance policies in effect from June of 1979 to June of 1980.
2. The Accord [sic] certificate, as a matter of law, fails to specifically inform Mountain Fuel of a change in its status as a named insured.
3. As a consequence, the insurance coverage in effect on January 26, 1981, when Albert McDonald was injured, is the same as the insurance coverage which was in effect from June of 1979 to June of 1980.
*887 II R. Doc. 83 at 12, Mem. Dec. 10/23/86. Reliance moved to vacate the partial summary judgment, which motion was denied the following day. 7
Shortly before the jury trial, the court ruled that the policy conditions, particularly requiring notification to Reliance, could release Reliance from its duty to defend and to reimburse Mountain Fuel only if Reliance proved it had actually been prejudiced by the breach of the conditions. See Court’s Letter to Counsel, Brief of Appellant, Attachment B. At the outset of the trial, the court ruled that Reliance could prove actual prejudice only by showing that if it had handled the McDonald case from the beginning, it would have achieved a better result than CNA did. IX R. at 5. Reliance asserted affirmative defenses based on Mountain Fuel’s breach of the policy conditions, primarily the duty to notify Reliance of a lawsuit. The issues were submitted to the jury on a special verdict. The jury returned a verdict for Mountain Fuel, finding that Mountain Fuel had breached the policy conditions but that no actual prejudice resulted from the breach.
A judgment for $392,525 was entered for Mountain Fuel, including all settlement and defense costs incurred in the McDonald lawsuit. Reliance moved for judgment notwithstanding the verdict, arguing that Mountain Fuel was not its insured at the time of the accident, and that Mountain Fuel’s failure to satisfy the conditions precedent precluded recovery, regardless of whether Reliance could have obtained a better result than CNA. II R. Doc. 114. Reliance also moved for a new trial on several grounds, including that the summary judgment on coverage improperly removed the factual issues of intent and notice from the jury. II R. Doc. 115. Both motions were denied. This appeal followed.
IV
Although the district judge relied heavily on
Aetna Insurance Co. v. Lythgoe,
We are not obligated to address an argument which was not made in the district court, nor even in this court until the reply brief.
See Settles v. Golden Rule Ins. Co.,
We look to the conflict of laws rules of Utah, the forum state, to determine which state’s laws will be controlling.
Klaxon v. Stentor Electric Manufactur
*888
ing Co.,
We note that Utah also followed the rule of
lex loci delictus
regarding torts.
See Velasquez v. Greyhound Lines, Inc.,
While the Utah courts have not formally embraced the “most significant relationship” analysis of the Restatement (Second) of Conflict of Laws § 188 in contract cases, several persuasive federal district court opinions have held that such analysis would be adopted by Utah.
First Sec. Bank of Utah, N.A. v. Felger,
Under this test, the court is to determine the state which has the most significant relationship to the transaction and the parties. 8 The Wyoming contacts are: the subject matter of the insurance contracts, the Butcherknife plant, is in Wyoming; Freberg, the agent of Reliance, is a Wyoming corporation; the underlying liability insurance contracts were entered into in Wyoming, between Darenco and Freberg; the construction contract between Mountain Fuel and Darenco was made in Wyoming. The Utah contacts are: the McDonald suit was filed in the Utah state court; the instant suit was filed in the Utah federal court; Mountain Fuel is a Utah corporation; the certificates of insurance were sent to Mountain Fuel in Utah. Darenco, the construction company, is a Texas corporation with an office in Wyoming, and Reliance is a Pennsylvania corporation. Although Mountain Fuel is a Utah corporation and there are a number of Utah contacts in the case, we feel that the Wyoming contacts predominate by demonstrating collectively a stronger interest.
Weighing the factors of this case, we are persuaded that the Utah courts would decide that Wyoming law controls.
V
Reliance argues that the district court erred both factually and legally in finding, *889 in its summary judgment ruling, that Mountain Fuel was a named insured of Reliance at the time of the McDonald accident.
In reviewing a grant of summary judgment, we examine the case in the same manner as the district court to determine if any genuine issue of material fact exists and, if not, whether the substantive law was correctly applied. The evidence is to be examined in the light most favorable to the nonmovant with all reasonable inferences drawn in its favor.
Baker v. Penn Mut. Life Ins. Co.,
Absent a plain manifestation of intent to incorporate a certificate or endorsement into an insurance policy, the policy will remain in force as originally written.
Taylor v. Kinsella,
Although the second Mountain Fuel certificate, with the notice provision corrected to sixty days, was returned unsigned, it was clearly intended to function as an otherwise exact replacement for the previously issued certificate, signed by Freberg. One can become bound by a contract without signing it if the intent to accept the contract has been demonstrated through other means, as was the case here. 17A Am.Jur.2d
Contracts
§ 185 (1991);
Ercanbrack v. Crandall-Walker Motor Co.,
VI
The question remains as to whether Mountain Fuel was still a named insured of Reliance at the time of the McDonald accident on January 26, 1981. The July 11, 1979 and the July 24, 1979 Mountain Fuel certificates of insurance stated that the Reliance/Harbor policy expired on June 9, 1980. When Darenco renewed its policy to provide for coverage from June 9, 1980 to June 9, 1981, the underlying policy, as before, made no mention of Mountain Fuel. This time, no Mountain Fuel certificate of insurance was returned to Mountain Fuel regarding this policy until after the McDonald accident. 9 Instead, an ACORD certificate with no provision for Mountain Fuel coverage like paragraph F in the earlier certificates, was sent to Mountain Fuel. And Mountain Fuel did not request a re *890 placement Mountain Fuel certificate for approximately six months.
It is argued by Mountain Fuel, however, that since it was a named insured under the Reliance/Harbor policy ending June 9, 1980, its coverage could not be reduced in the renewal policy ending June 9, 1981, without Reliance first providing Mountain Fuel with specific notification of the reduction in coverage. Mountain Fuel relies on
Aetna Ins. Co. v. Lythgoe,
The majority view, as thus adopted by Wyoming, is that the insurer is under a duty to call to the insured’s attention any changes in the coverage or conditions of a renewed policy.
Lythgoe,
Here, however, the circumstances were such that Mountain Fuel had no basis for assuming that the coverage would continue unchanged after June 9, 1980, with respect to Mountain Fuel. Instead Mountain Fuel had notice, from the certificates of insurance returned to it in 1979, that the Reliance/Harbor policy was “Expiring 6/9/80.” Despite notice of that expiration date, Mountain Fuel took no affirmative action to have a new certificate or policy provision make Mountain Fuel a “named insured” by that date, and instead waited some six months to do so. For reasons that follow, we hold that Reliance was under no obligation to notify Mountain Fuel further of the expiration on June 9, 1980, of Mountain Fuel’s status as a named insured. The June 11, 1979, certificate, making Mountain Fuel a named insured through paragraph f, had plainly stated that the basic coverage was “Expiring June 9, 1980.” 10
Absent a policy or statutory provision to the contrary, an insurer is under no duty to give notice of a policy’s expiration date.
First National Bank in Sioux City v. Watts,
*891
We feel that this rule applies here and would be followed by the Wyoming court. The argument that Darenco’s renewal of its Reliance policy, with no provision for Mountain Fuel, somehow creates coverage for Mountain Fuel, absent notice to it, would lead to a result which is neither required nor supported by case law or policy considerations. Where a policy’s coverage is renewed, the duty to notify the insured of “changes in the coverage or conditions of the policy,”
Aetna Insurance Co. v. Lythgoe,
The parties raise a number of other issues, all premised upon the district court’s holding that Mountain Fuel was covered by Reliance as a named insured at the time of the McDonald accident. Since we disagree with that ruling, there is no need to address these remaining issues.
In sum, the denial of the motion of Reliance for judgment notwithstanding the verdict was error. The judgment is reversed and the cause is remanded for entry of judgment for Reliance.
IT IS SO ORDERED.
Notes
. Although CNA was not involved initially in this action, it was later joined as a plaintiff and as a real party in interest. Since CNA and Mountain Fuel filed joint briefs in this matter and their interests are coincident, any Mountain Fuel activities in the litigation should be assumed to have been done in conjunction with CNA unless otherwise indicated.
. Some of the details described by an ACORD certificate are the issuing agent; the insuring company or companies; the insured company; a description of the insured company’s operations; the certificate holder; the types of insurance (i.e., general liability or automobile); the policy expiration dates; the policy limits; and the number of days’ notice that the certificate holder is entitled to be given prior to policy cancellation.
The language in the notice of cancellation clause appears to be phrased so as to avoid creating any firm obligation to give notice. It states that the insuring company "will endeav- or” to mail notice to the certificate holder, "but failure to mail such notice shall impose no obligation or liability of any kind upon the company.” See Brief of Appellant, Attachment F.
.Numerous companies, especially in certain industries, have a need for a more individualized certification of insurance indicating that coverage of a particular type is in place. These companies typically have their own insurance certification form which must be completed by the hired company’s insurance agent or insurance company.
. The hold harmless agreement provided that Darenco agreed to
indemnify and hold Company [Mountain Fuel] harmless of and from any and all losses, claims, demands, damages, costs, loss of services, expenses, actions and causes of action of every kind or character whatsoever (including attorney’s fees and court costs), whether subrogated or otherwise, which may arise or may be claimed to have arisen out of, or in connection with the performance of work hereunder, caused solely by the Contractor, or arising out of violation of any applicable laws, ordinances, rules and regulations and provisions of right of way documents bearing on conduct of the work.
I R. Doc. 51, Ex. E at 9.
. By this time, the Mountain Fuel certificate form had been modified, with the new version stating that Mountain Fuel was an “additional insured” on the policy, rather than a named insured.
. On January 26, 1981, Mr. Albert McDonald fell off an icy stairway of a water tank at the Daren-co constructed Butcherknife plant and sustained injuries which later rendered him paraplegic. In 1982, McDonald sued Mountain Fuel, the suit later resulting in a settlement payment of $250,-000.00. This settlement is the basis for the instant suit.
. It is quite important that the district court found Mountain Fuel to be a named insured rather than an additional insured under the Reliance policy.
The coverage given to a named insured under a Reliance policy is materially different from that given to an additional insured. XI R. at 510. First, a named insured is covered for its own negligence regarding the subject matter of the contract, while an additional insured is only covered for liability arising out of the work of a named insured while that insured is working for the additional insured. Id. at 510-11; Addendum to Brief of Appellant, Ex. 4. Another important coverage distinction is that an additional insured endorsement contains a completed operations clause under which coverage for the additional insured ends once the named insured completes work on the covered item and it is used for its intended purpose. XI R. at 510; Addendum to Brief of Appellant, Ex. 4.
Thus, if Mountain Fuel had been only an additional insured, to recover from Reliance it would probably have to show that the water tank was not yet being used for its intended purpose; that it was not completed. The record is to the contrary.
. Several of the factors listed in § 188 of the Restatement are present in the contacts listed above. Section 188 reads, in part:
§ 188 Law Governing in Absence of Effective Choice by the Parties
(1) The rights and duties of the parties with respect to an issue in contract are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties under the principles stated in § 6.
(2) In the absence of an effective choice of law by the parties (see § 187), the contacts to be taken into account in applying the principles of § 6 to determine the law applicable to an issue include:
(a)the place of contracting,
(b) the place of negotiation of the contract,
(c) the place of performance
(d) the location of the subject matter of the contract, and
(e) the domicile, residence, nationality, place of incorporation and place of business of the parties.
These contacts are to be evaluated according to their relative importance with respect to the particular issue.
(3)If the place of negotiating the contract and the place of performance are in the same state, the local law of this state will usually be applied, ...
Restatement (Second) of Conflict of Laws § 188.
. The effective date of this certificate was the day of issuance, one day after the McDonald accident. XI R. 535, 555.
. We note that the Mountain Fuel certificate of insurance made no provision for, nor mention of, renewal of coverage. See I R. Doc. 51, Ex. B.
. Although the Mountain Fuel certificate provided for notice to be given to Mountain Fuel upon
cancellation
of the Darenco insurance policy, no similar provision was included for
expiration
of the policy. Cancellation and expiration are distinct terms, with cancellation meaning termination of a policy prior to its contemplated expiration date by an act of one or more
*891
of the parties. Expiration is the natural termination of the policy at the lapse of the coverage period set forth in the policy’s own terms. Provisions relating to cancellation of insurance have no relation to termination of the policy by expiration.
State Farm Mut. Ins. Co. v. White,
Subsequent to this case, Wyoming enacted two statutes providing for notification when an insurance policy is cancelled, Wyo.Stat. § 26-35-202 (1986), and when an insurance policy is nonrenewed upon expiration, Wyo.Stat. § 26-35-203 (1986). Neither statute specifies who is entitled to notice.