Diagnostic Leasing, Inc. v. Associated Indemnity Corporation

[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 19-13535
____________________
DIAGNOSTIC LEASING, INC.,
a Florida Corporation, for itself and as the
assignee of Blocker Transfer Company, a Florida Corporation
d.b.a. Blocker Transfer and Storage Co., Inc.,
Plaintiff-Appellant,
versus
ASSOCIATED INDEMNITY CORPORATION,
a California Corporation,
Defendant-Appellee.
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2 Opinion of the Court 19-13535
____________________
Appeal from the United States District Court
for the Middle District of Florida
D.C. Docket No. 8:16-cv-00958-CEH-TGW
____________________
Before R OSENBAUM , LUCK , and ANDERSON, Circuit Judges.
L UCK , Circuit Judge:
The district court granted summary judgment for Associ-
ated Indemnity Corp. on Diagnostic Leasing, Inc.’s bad faith
claims. After oral argument and careful review of the record, we
affirm.
FACTUAL BACKGROUND1
The Fire
Blocker Transfer & Storage Co. “operated various ware-
house storage facilities” that it owned or leased “as part of its busi-
ness as a moving and storage company.” Diagnostic Leasing was
an equipment rental and leasing company. In 1995, Blocker
1 Because Diagnostic Leasing—the nonmoving party—appeals the district
court’s summary judgment for Associated Indemnity, we discuss the facts in
the light most favorable to Diagnostic Leasing.
See Cowen v. Ga. Sec’y of
State, 960 F.3d 1339, 1342 (11th Cir. 2020) (“In reviewing the propriety of sum-
mary judgment, ‘we view the evidence in the light most favorable to the non-
moving party.’” (citation omitted)).
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19-13535 Opinion of the Court 3
Storage stored Diagnostic Leasing’s computerized tomography
(CT) scanner. Associated Indemnity insured Blocker Storage un-
der the trade name “Fireman’s Fund Insurance Company.” Fire-
man’s Fund was also “a separate legal incorporated entity that was
authorized to transact business and issue policies,” and Fireman’s
Fund and Associated Indemnity were two separate companies un-
der the umbrella of Allianz Global.
That same year, two fires at Blocker Storage’s warehouses
damaged Diagnostic Leasing’s CT scanner. After the first fire,
Blocker Storage informed Associated Indemnity about the damage
to the CT scanner. Fireman’s Fund promptly assigned the claim to
an independent insurance adjuster. Meanwhile, Diagnostic Leas-
ing sent a demand letter to Blocker Storage requesting that Blocker
Storage settle the matter within thirty days for the replacement
cost of the CT scanner—$263,000. Diagnostic Leasing also re-
quested the name of any insurer with whom Blocker Storage or the
warehouse had coverage and the details of any applicable insurance
policies.
Fireman’s Fund responded to Diagnostic Leasing’s demand
letter with a certified copy of the insurance policy “issued” and
“provided by” Associated Indemnity but did not address Diagnostic
Leasing’s settlement demand. Fireman’s Fund then informed
Blocker Storage that the coverage limit for Diagnostic Leasing’s in-
surance claim was $100,000 and that “Fireman’s Fund [] decided to
make available to Blocker [Storage]” the full $100,000 to use at
Blocker Storage’s discretion. Fireman’s Fund advised Blocker
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4 Opinion of the Court 19-13535
Storage that any settlement in excess of $100,000 would have to be
paid by Blocker Storage. Blocker Storage maintained that its liabil-
ity was limited to $25,000 based on a contractual provision in the
bill of lading from when the CT scanner was first moved into stor-
age.
After the second fire, Diagnostic Leasing sent a second de-
mand letter, this time to Fireman’s Fund directly, asserting a higher
replacement cost for the CT scanner—$427,515. Fireman’s Fund
advised Blocker Storage that it could not respond to Diagnostic
Leasing on Blocker Storage’s behalf because of Blocker Storage’s
uninsured exposure in excess of $100,000. Fireman’s Fund sug-
gested to Blocker Storage that the parties engage in a settlement
conference. In response, Blocker Storage “specifically instructed”
Fireman’s Fund that “it d[id] not want any of its insurance coverage
tendered” to Diagnostic Leasing because “its maximum liability . . .
[wa]s $25,000” and “[a] tendering of any amount by the Fireman’s
Fund directly to [Diagnostic Leasing] m[ight] prejudice Blocker
[Storage] in enforcing its limitation of liability.”
In October 1996, Fireman’s Fund contacted Diagnostic Leas-
ing requesting “information regarding the cost of repair and the
cost to determine the amount of damages to the [CT] scanner and
replacement cost for the [CT] scanner” as a result of the insurance
policy that “Fireman’s Fund issued” to Blocker Storage. Fireman’s
Fund contacted Diagnostic Leasing again, several months later,
“on behalf of its insured, Blocker [Storage],” to find out “what
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19-13535 Opinion of the Court 5
[Diagnostic Leasing]’s intentions [we]re with regard to the claim it
made against Blocker [Storage].”
The Two Lawsuits
In 1999, after years of unsuccessful settlement attempts, Di-
agnostic Leasing sued Blocker Storage in Florida state court for
breach of contract, negligent bailment, and spoliation of evidence.
Fireman’s Fund provided counsel to represent Blocker Storage
alongside Blocker Storage’s independent counsel, although Blocker
Storage’s independent counsel led Blocker Storage’s defense and
made all relevant decisions on Blocker Storage’s behalf. When
Blocker Storage’s independent counsel passed away, counsel pro-
vided by Fireman’s Fund withdrew from Blocker Storage’s repre-
sentation. Associated Indemnity then provided counsel to repre-
sent Blocker Storage. Associated Indemnity repeatedly advised
Blocker Storage to retain its own independent counsel, but Blocker
Storage did not do so.
While litigation against Blocker Storage was pending,
Blocker Storage sued Fireman’s Fund seeking a declaratory judg-
ment regarding Blocker Storage’s claims under the insurance pol-
icy. In 2001, Blocker Storage and Fireman’s Fund executed a “Re-
lease of All Claims” to resolve the declaratory judgment lawsuit.
Blocker Storage and Fireman’s Fund “agree[d] that the limit of lia-
bility coverage available, pursuant to the terms and conditions of
the [p]olicy, for the [first] fire [wa]s $100,000.” In exchange,
Blocker Storage released “Fireman’s Fund, its employees, adjust-
ers, agents[,] and attorneys” from:
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6 Opinion of the Court 19-13535
all liabilities identified in Blocker [Storage]’s com-
plaint including, but not limited to, the matter of
number of occurrences, the matter of the limits of in-
surance available and the alleged breach of contract.
This [r]elease includes, but is not limited to, all claims
for contractual damages, extra-contractual damages,
“bad[]faith” damages, whether statutory or common
law, consequential damages, tort damages, attorney
fees, expert costs, expenses and interest, arising out of
or related to the allegations in Blocker [Storage]’s
complaint.
After ten years of litigating the breach of contract, bailment,
and spoliation case, the state court granted judgment for Diagnos-
tic Leasing against Blocker Storage after a bench trial, finding that
Blocker Storage’s alleged $25,000 liability limitation was unen-
forceable and that Blocker Storage owed Diagnostic Leasing
$451,431.82 plus prejudgment interest ($229,431.82 in lost revenue
and $222,000 to replace the CT scanner).
Diagnostic Leasing, Inc.
v. Blocker Transfer Co., No. 99-3540 (Fla. 13th Cir. Ct. Feb. 4,
2011). Diagnostic Leasing moved to include Fireman’s Fund and
Associated Indemnity as parties to the final judgment, and Fire-
man’s Fund, Associated Indemnity, and Diagnostic Leasing negoti-
ated an agreed order to include Associated Indemnity as a party to
the final judgment and deny Diagnostic Leasing’s motion to in-
clude Fireman’s Fund. The state court entered the agreed order,
granting the motion with respect to Associated Indemnity, finding
Associated Indemnity liable to the extent of its $100,000 coverage
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19-13535 Opinion of the Court 7
limit under the insurance policy, and denying the motion with re-
gard to Fireman’s Fund. The state court entered final judgment
against Blocker Storage for $994,638.37; $100,000 of that amount
was recoverable from Associated Indemnity per the agreed order.
PROCEDURAL HISTORY
In 2015, Blocker Storage assigned its rights under the insur-
ance policy, including any bad faith claims, to Diagnostic Leasing.
Two and a half months later, Diagnostic Leasing sued Associated
Indemnity in Florida state court for first party bad faith, as Blocker
Storage’s assignee under the insurance policy, and third party bad
faith for failing to settle Diagnostic Leasing’s insurance claim
against Blocker Storage. Diagnostic Leasing alleged that Associ-
ated Indemnity:
never attempted in good faith to settle [Diagnostic
Leasing]’s pre-suit claim for the [first] fire loss, or the
lawsuit filed by [Diagnostic Leasing], for the policy
limits of liability coverage for third[]party claims un-
der the . . . [p]olicy, when under all the circumstances
[Associated Indemnity] could have and should have
done so had it acted fairly and honestly towards its
insured, Blocker [Storage], and with due regard for its
interests.
Associated Indemnity removed the case to federal court and
moved for summary judgment. Associated Indemnity argued that:
(1) it did not breach its duty of good faith to Blocker Storage; (2) the
2001 release covered Associated Indemnity as an agent of
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8 Opinion of the Court 19-13535
Fireman’s Fund and gave up any bad faith claims arising from the
fires; (3) Diagnostic Leasing was judicially and collaterally estopped
from relitigating the policy limits; and (4) Diagnostic Leasing could
not assert bad faith claims because it never made a demand within
the policy limits.
The district court granted summary judgment for Associ-
ated Indemnity. Although the district court agreed with Diagnos-
tic Leasing that a reasonable jury could find that Associated Indem-
nity acted in bad faith in investigating the first fire, the district court
concluded that the 2001 release between Blocker Storage and Fire-
man’s Fund released Diagnostic Leasing’s bad faith claims. The
district court found that there was no genuine dispute that Associ-
ated Indemnity was an agent of Fireman’s Fund covered by the re-
lease because: (1) Fireman’s Fund directed Associated Indemnity
to undertake Blocker Storage’s defense in the underlying litigation;
(2) “the overwhelming evidence show[ed] that [Fireman’s Fund]
and [Associated Indemnity] operated as one entity with respect to
the [p]olicy and the claim throughout the process”; and (3) “the
parties understood there to be one [p]olicy investigated by [Fire-
man’s Fund] and to be paid by [Associated Indemnity].”
The district court concluded that the 2001 release was “clear
and unambiguous, and release[d] [Fireman’s Fund] and its agents—
including [Associated Indemnity]—from any bad faith claim arising
out of or related to the allegations of Blocker [Storage]’s complaint,
which included allegations as to the location of the fire and the
[p]olicy limit.” The district court found that the 2001 release was
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19-13535 Opinion of the Court 9
“extremely broad” and did not preserve Diagnostic Leasing’s bad
faith claims, and that Diagnostic Leasing’s third party bad faith
claim was derivative of Associated Indemnity’s first party bad faith
claim. The district court concluded, “Because Blocker [Storage] re-
leased any bad faith claim founded on [Fireman’s Fund]’s coverage
of the fires at Blocker [Storage]’s warehouse . . . that had accrued
at the time of the [r]elease, including any claim [regarding the loca-
tion of] the first fire,” Diagnostic Leasing could not “raise such a
claim.”
Diagnostic Leasing moved for relief from the district court’s
summary judgment under Rule 60(b), arguing that the district
court overlooked evidence that established a genuine issue of ma-
terial fact as to whether Associated Indemnity was an agent of Fire-
man’s Fund and covered by the 2001 release. Diagnostic Leasing
also argued that the district court erroneously relied on its failure
to make a demand within the policy limits to grant summary judg-
ment for Associated Indemnity.
The district court denied Diagnostic Leasing’s Rule 60(b)
motion because: (1) Diagnostic Leasing “failed to cite to any evi-
dence that demonstrated [that] the [c]ourt made a mistake in fact
or law in determining that the undisputed evidence showed that
[Associated Indemnity] was an agent of [Fireman’s Fund]”; (2) Di-
agnostic Leasing failed to show “that the [c]ourt incorrectly ruled
that the [r]elease extinguished any bad faith claim”; and (3) Diag-
nostic Leasing’s argument as to the demand within policy limits
depended “on the [r]elease being inapplicable.” Because
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10 Opinion of the Court 19-13535
Diagnostic Leasing “failed to demonstrate that the [c]ourt made a
mistake of law or fact regarding the [r]elease, or that other circum-
stances justif[ied] relief from th[e] [c]ourt’s ruling regarding the
[r]elease,” the district court concluded that Diagnostic Leasing was
not entitled to relief from judgment.
STANDARD OF REVIEW
“‘We review the district court’s grant of summary judgment
de novo, viewing all facts and drawing all inferences in the light
most favorable to’ the nonmoving party.”
Pelaez v. Gov’t Emps.
Ins. Co., 13 F.4th 1243, 1249 (11th Cir. 2021) (citation omitted).
Summary judgment is appropriate when the evidence “shows that
there is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a).
DISCUSSION
Diagnostic Leasing argues that the district court erred in
granting summary judgment for Associated Indemnity on its bad
faith claims because: (1) there was a genuine dispute of material
fact as to whether Associated Indemnity was an agent of Fireman’s
Fund; (2) the 2001 release could not preclude Diagnostic Leasing’s
third party claims; (3) the 2001 release was the result of a mutual
mistake about the location of the first fire; and (4) Blocker Storage
and Fireman’s Fund did not intend for the 2001 release to cover
nonsignors.
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19-13535 Opinion of the Court 11
We disagree. Diagnostic Leasing did not establish a genuine
dispute as to whether Associated Indemnity was an agent of Fire-
man’s Fund or as to whether the 2001 release gave up Diagnostic
Leasing’s bad faith claims against Associated Indemnity, and Diag-
nostic Leasing forfeited its other two arguments by failing to raise
them below.
Agency
Under Florida law, “[g]enerally, the existence of an agency
relationship is a question of fact; however, when the moving party
fails to produce any supportive evidence or when the evidence pre-
sented is so unequivocal that reasonable persons could reach but
one conclusion, that question of fact becomes a question of law to
be determined by the court.”
Marchisio v. Carrington Mortg.
Servs., LLC, 919 F.3d 1288, 1311 (11th Cir. 2019) (quoting
Hickman
v. Barclay’s Int’l Realty, Inc., 5 So. 3d 804, 806 (Fla. Dist. Ct. App.
2009)).
“[A]n agency relationship may be express or implied from
apparent authority, and the burden of proving the agency belongs
to the party asserting it.”
Id. (citation omitted). “The key element
in establishing actual agency is the control by the principal over the
actions of the agent.”
Id. (quoting
Hickman, 5 So. 3d at 806). “And
it is the
right of control, not
actual control or descriptive labels em-
ployed by the parties, that determines an agency relationship.”
Id.
(quoting
Hickman, 5 So. 3d at 806).
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12 Opinion of the Court 19-13535
Here, “the evidence presented [wa]s so unequivocal that
reasonable persons could reach but one conclusion”: Associated
Indemnity was Fireman’s Fund’s agent.
See id. The summary
judgment evidence showed that Associated Indemnity and Fire-
man’s Fund were closely related. Nearly all written communica-
tions from Associated Indemnity to Blocker Storage regarding the
fires and settlement were provided on Fireman’s Fund letterhead.
According to Allianz Global’s insurance adjuster, “Fireman’s Fund
[and] Associated Indemnity are all companies within Allianz
Global,” and Fireman’s Fund’s counsel testified that Fireman’s
Fund and Associated Indemnity “were treated as one and the same
because it was one contract written by [Associated Indemnity]
which is an affiliate[] [of] Fireman’s Fund.”
Diagnostic Leasing and Blocker Storage understood that the
two companies were closely related. Diagnostic Leasing’s counsel
referred to “Fireman’s Fund” and “Associated Indemnity” “inter-
changeably” and described Associated Indemnity as “literally the
same company as Fireman’s Fund.” Blocker Storage agreed that
Associated Indemnity “was literally the same company as Fire-
man’s Fund.” And, during litigation against Diagnostic Leasing,
Blocker Storage’s counsel “abbreviated everything FFIC,” short for
Fireman’s Fund, because Fireman’s Fund was “a parent company
of several different entities . . . . Everything was always Fireman’s
Fund.”
The summary judgment evidence also showed that Fire-
man’s Fund had the right to control Associated Indemnity. First,
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19-13535 Opinion of the Court 13
the policy, named “Fireman’s Fund Insurance Policy,” was issued
by Associated Indemnity on Fireman’s Fund’s behalf. “All parties
used the generic Fireman’s Fund to refer to this specific [Associated
Indemnity] policy,” and it was Fireman’s Fund, not Associated In-
demnity, that promptly assigned Diagnostic Leasing’s insurance
claim to an independent insurance adjuster and responded to Diag-
nostic Leasing’s settlement demand with a certified copy of the pol-
icy. When Diagnostic Leasing asked Associated Indemnity about
the policy, it was Fireman’s Fund that answered.
Second, Fireman’s Fund directed Associated Indemnity to:
(1) defend Blocker Storage in litigation over the policy; and (2) offer
Blocker Storage the policy limits to settle Diagnostic Leasing’s in-
surance claim. As the district court explained, “after the lawsuit
was filed by Diagnostic Leasing against Blocker [Storage], a letter
with [Fireman’s Fund] letterhead was sent to Blocker [Storage] stat-
ing that [Associated Indemnity] received the complaint and would
provide a defense to Blocker [Storage].” Fireman’s Fund commu-
nicated directly with Blocker Storage and indicated that Associated
Indemnity would provide Blocker Storage’s defense in its litigation
against Diagnostic Leasing. Fireman’s Fund also communicated
directly with Blocker Storage that the coverage limit for Diagnostic
Leasing’s insurance claim was $100,000 and that “Fireman’s Fund
[] decided to make available to Blocker [Storage]” the full $100,000
to use at Blocker Storage’s discretion. Fireman’s Fund was in con-
trol of Associated Indemnity’s response to issues related to the pol-
icy.
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14 Opinion of the Court 19-13535
Third, Fireman’s Fund negotiated the 2001 release on behalf
of itself and its agents for all claims arising from the policy. Blocker
Storage released “Fireman’s Fund, its employees, adjusters,
agents[,] and attorneys” from “all liabilities identified in Blocker
Storage’s complaint,” which sought a declaratory judgment regard-
ing Blocker Storage’s insurance claims under the policy.
Diagnostic Leasing offered no evidence showing that Fire-
man’s Fund didn’t control Associated Indemnity. Diagnostic Leas-
ing only argues that Associated Indemnity and Fireman’s Fund
were separate companies, but that doesn’t tell us if one company
was the agent of the other. The undisputed evidence showed that
it was.
Because (1) the policy was issued by Associated Indemnity
on behalf of Fireman’s Fund; (2) Fireman’s Fund directed Associ-
ated Indemnity to defend Blocker Storage and offer Blocker Stor-
age the policy limits to settle Diagnostic Leasing’s insurance claim;
and (3) Fireman’s Fund negotiated the 2001 release to release
Blocker Storage’s claims arising from the policy; and because Diag-
nostic Leasing did not rebut the evidence of an agency relationship,
the district court did not err in granting summary judgment for As-
sociated Indemnity on the agency issue.
Effect of the 2001 Release
Diagnostic Leasing next argues that the district court erred
in concluding that the 2001 release gave up its third party bad faith
claim because it was “separate and distinct” from Blocker Storage’s
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19-13535 Opinion of the Court 15
first party bad faith claim. In particular, Diagnostic Leasing argues
that Associated Indemnity could not have been released in 2001 by
Blocker Storage because Diagnostic Leasing was not named in the
2001 release, Blocker Storage was not an agent of Diagnostic Leas-
ing when it signed the 2001 release, and Diagnostic Leasing’s third
party bad faith claim did not accrue until 2011.
But, under Florida law, once the insured releases the insurer
from liability, the insured no longer has a cause of action against
the insurer and neither does an injured third party.
See Fid. & Cas.
Co. of N.Y. v. Cope, 462 So. 2d 459, 461 (Fla. 1985) (“Upon [the
judgment] being satisfied, [the insured party] no longer had a cause
of action; if he did not, then [the injured party] did not.”).
The 2001 release was not limited to only those claims that
existed at the time of the release; it released “all claims
for . . . ‘bad[]faith’ damages, . . . arising out of or related to” Blocker
Storage’s insurance claims under the policy. Any bad faith claims
against Associated Indemnity related to Blocker Storage’s insur-
ance claims under the policy, so it is irrelevant whether Blocker
Storage was acting as an agent of Diagnostic Leasing when Blocker
Storage signed the release or whether Diagnostic Leasing was
named in the release.
See id. (“[The injured party’s] action was not
separate and distinct from, but was derivative of[,] [the insured
party].”).
The Florida Supreme Court has explained that, “absent a
prior assignment of the cause of action, once an injured party has
released the tortfeasor from all liability . . . no such [bad faith]
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16 Opinion of the Court 19-13535
action may be maintained.”
Id. at 459. Once Blocker Storage re-
leased Associated Indemnity from liability “arising out of or related
to” Blocker Storage’s insurance claims under the policy, including
liability for any bad faith, “no such [bad faith] action [could] be
maintained” by Diagnostic Leasing against Associated Indemnity.
See id. And Associated Indemnity owed no independent duty of
good faith to Diagnostic Leasing.
See id. at 461 (“We did not ex-
tend the duty of good faith by an insurer to its insured to a duty of
an insurer to a third party.”).
Diagnostic Leasing argues that this result is inconsistent
with
Travelers Insurance Co. v. Perez, 384 So. 2d 971, 973 (Fla.
Dist. Ct. App. 1980). In
Travelers, the Florida Third District Court
of Appeal concluded that a third party’s “right to bring a direct ac-
tion for bad faith against the insurer vested in or accrued to [it] at
the same time [it] became entitled to sue the insured” and, once the
third party “obtained the right to proceed against the insurer[,] [it]
could not be divested of that right by the actions of the insured or
insurer without [its] consent.”
Id. (citations omitted).
But
Travelers only addressed “the question of whether a re-
lease of all claims executed by the insured in favor of the insurer
. . . bars a ‘bad faith’ action against the insurer by [an] injured third
party” when the release was executed “
subsequent to the entry of
an excess judgment in favor of [the] injured third party.”
Id. at 972
(emphasis added).
Travelers didn’t address the issue of whether a
release executed
prior to the entry of an excess judgment can relin-
quish bad faith claims, which is what we have here.
Cope
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19-13535 Opinion of the Court 17
answered that question and the Florida Supreme Court’s answer
binds us here.
See State Farm Fire & Cas. Co. v. Steinberg, 393
F.3d 1226, 1231 (11th Cir. 2004) (in diversity cases “[o]ur objective
is to determine the issues of state law as we believe the Florida Su-
preme Court would”—only “[i]n the absence of definitive guidance
from the Florida Supreme Court, [do] we follow relevant decisions
of Florida’s intermediate appellate courts”).
Because the 2001 release preceded the assignment of Blocker
Storage’s claims under the insurance policy and released Associated
Indemnity of “all claims . . . for ‘bad[]faith’ damages” arising out of
or related to” Blocker Storage’s insurance claims under the policy,
the release extinguished Diagnostic Leasing’s claims for bad faith,
which existed only by virtue of Blocker Storage’s insurance rela-
tionship with Associated Indemnity.
Mutual Mistake
Diagnostic Leasing argues for the first time on appeal that
the 2001 release is unenforceable because it was based on a mutual
mistake of fact regarding the location of the May 1995 fire and ap-
plicable policy limit. But Diagnostic Leasing “cannot readily com-
plain about the entry of a summary judgment order that did not
consider an argument [it] chose not to develop for the district court
at the time of the summary judgment motions.”
See Johnson v.
Bd. of Regents of Univ. of Ga., 263 F.3d 1234, 1264 (11th Cir. 2001).
Because Diagnostic Leasing failed to raise mutual mistake before
the district court, it forfeited the argument on appeal.
See Resol.
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18 Opinion of the Court 19-13535
Tr. Corp. v. Dunmar Corp., 43 F.3d 587, 598 (11th Cir. 1995)
(“Well-settled precedent provides that arguments not raised at the
district court level will generally not be considered on appeal.”).
Intention to Cover Nonsignors
Diagnostic Leasing also argues for the first time on appeal
that the 2001 release and Blocker Storage’s and Fireman’s Fund’s
conduct lacked the necessary “clear manifestation” that the release
covered nonsignors. Diagnostic Leasing forfeited this argument,
too.
See id. But, even if it didn’t, the 2001 release and the parties’
conduct exhibited a clear manifestation of intent to cover Associ-
ated Indemnity.
The 2001 release gave up any bad faith claims arising out of
Fireman’s Fund’s investigation and handling of the fires. It used
broad language that covered “all claims for contractual damages,
extra-contractual damages, ‘bad[]faith’ damages, . . . arising out of
or related to the allegations in Blocker [Storage]’s complaint” and
applied to “Fireman’s Fund, its employees, adjusters, agents[,] and
attorneys.” The 2001 release also settled the amount of Associated
Indemnity’s liability under its insurance policy issued to Blocker
Storage and referenced the underlying litigation between Blocker
Storage and Diagnostic Leasing where Associated Indemnity was
the insurer and funded Blocker Storage’s defense. And Blocker
Storage and Fireman’s Fund’s shared understanding that Associ-
ated Indemnity and Fireman’s Fund were one and the same in the
context of the policy supported the conclusion that Blocker Storage
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19-13535 Opinion of the Court 19
and Fireman’s Fund intended to cover Associated Indemnity by the
2001 release. Diagnostic Leasing does not point to any contrary
summary judgment evidence.
AFFIRMED.
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