Summary
finding summary judgment "inappropriate" when there was a "genuine issue of material fact as to whether extrinsic evidence could yield a conclusive answer as to the parties' intent"
Summary of this case from Empire State Carpenters Welfare Annuity & Apprentice Training Funds v. Conway Constr. of Ithaca, Inc.Opinion
No. 07-0772-cv.
November 20, 2008.
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the district court's judgment is VACATED and the case is REMANDED for further proceedings.
FOR PLAINTIFF-APPELLEE: DAVID L. TRUEMAN, Mineola, NY. FOR DEFENDANTS-APPELLANTS: THOMAS F. FITZGERALD (Michael J. Prame, Mark C. Nielsen, on the brief), Groom Law Group, Washington, DC.
Defendants-Appellants appeal from the December 8, 2006, and January 30, 2007, orders of the United States District Court for the Southern District of New York (Rakoff, J.) granting summary judgment to Plaintiff-Appellee. The parties' dispute is centered on the amount of the benefits due to Plaintiff-Appellee from Defendants-Appellants under the insurance policy agreement between the parties. The district court held that the policy was ambiguous as a matter of law, that extrinsic evidence did not conclusively determine the parties' intent with respect to the policy, and that the rule of contra proferentem therefore required the policy to be construed against Defendants-Appellants. We assume the parties' familiarity with the remaining facts and procedural history of the case.
A district court's analysis in a case like this requires three steps. First, the district court must determine if the policy's terms are reasonably susceptible to multiple interpretations and therefore ambiguous as a matter of law. Andy Warhol Found. for Visual Arts, Inc. v. Fed. Ins. Co., 189 F.3d 208, 215 (2d Cir. 1999). Second, the court must determine if there was a genuine issue of material fact as to whether extrinsic evidence resolves the ambiguity. See id. Finally, if extrinsic evidence cannot resolve the ambiguity, the district court must apply the rule of contra proferentem and construe the agreement against the insurer. Id.
We review the district court's grant of summary judgment de novo, to determine whether there exists a genuine issue of material fact in light of the above three-part analysis. See Parks Real Estate Purchasing Group v. St. Paul Fire Marine Ins. Co., 472 F.3d 33, 41 (2d Cir. 2006). In doing so, we must "resolve all ambiguities and draw all inferences in favor of the party against whom summary judgment is sought." LaFond v. Gen. Physics Servs. Corp., 50 F.3d 165, 171 (2d Cir. 1995).
Upon our summary judgment review, we find that the policy is ambiguous as a matter of law because the parties both offer reasonable interpretations of the terms at issue. However, we believe summary judgment is inappropriate because there is a genuine issue of material fact as to whether extrinsic evidence could yield a conclusive answer as to the parties' intent. When a movant's case "hinges on ambiguous contract language, summary judgment may be granted only . . . where there is no extrinsic evidence that would support a resolution of these ambiguities in favor of the non-moving party's case." Topps Co. v. Cadbury Stani S.A.I.C., 526 F.3d 63, 68 (2d Cir. 2008) (emphasis added). Defendants-Appellants' extrinsic evidence is not conclusive in its favor, but the district court erred in giving it no weight whatsoever. In particular, the 2005 Summary Plan Description (SPD) is probative of the parties' intent. That the 2005 SPD postdates Plaintiff-Appellee's injury and offers a narrowing interpretation is certainly relevant, as the district court pointed out, but these facts do not mean the 2005 SPD should be disregarded entirely, especially since the court's goal at this stage is not to resolve the ambiguity but rather to determine if there is a genuine issue of material fact as to whether extrinsic evidence — which ultimately could consist of more than what is before the court now —could resolve the ambiguity. In light of the 2005 SPD and Defendants-Appellants' other extrinsic evidence, and in the absence of contrary extrinsic evidence favoring Plaintiff-Appellee, summary judgment was inappropriate.
As such, the use of contra proferentem was premature. The rule may ultimately play a role in this case, but only as a "principle of last resort, to be invoked when efforts to fathom the parties' intent have proved fruitless." Record Club of Am., Inc. v. United Artists Records, Inc., 890 F.2d 1264, 1271 (2d Cir. 1989). Nevertheless, if "there is some extrinsic evidence suggesting an interpretation contrary to that of the drafter, such rules of construction may play a role." I.V. Servs. of Am., Inc. v. Trs. of Am. Consulting Eng'rs Council Ins. Trust Fund, 136 F.3d 114, 121 n. 8 (2d Cir. 1998).
For the foregoing reasons, the district court's judgment is VACATED and the case is REMANDED for further proceedings.
I would affirm the grant of summary judgment for the plaintiff because I believe the district court appropriately applied the rule of contra proferentem. Therefore, I respectfully dissent.