Motive Technologies, Inc. v. Associated Industries Ins. Co. Inc.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

MOTIVE TECHNOLOGIES, INC., )
)
Plaintiff, )
)
v. ) C.A. No. N25C-01-334
) SKR CCLD
ASSOCIATED INDUSTRIES INSURANCE )
COMPANY, INC., VANTAGE RISK )
SPECIALITY INSURANCE COMPANY, )
ALLIANZ UNDERWRITERS INSURANCE )
COMPANY, ARCH SPECIALTY )
INSURANCE COMPANY, and FORTEGRA )
SPECIALTY INSURANCE COMPANY )
)
Defendants. )

Submitted: August 1, 2025
Decided: September 5, 2025

Upon Plaintiff’s Motion for Partial Summary Judgment
GRANTED in part, DENIED in part
Upon Certain Defendants’ Motion for Summary Judgment
GRANTED in part, DENIED in part

MEMORANDUM OPINION AND ORDER

Jennifer C. Wasson, Esq., Ryan D. Kingshill, Esq., POTTER ANDERSON & CORROON
LLP, Wilmington, Delaware, Robin L. Cohen, Esq., Adam S. Ziffer, Esq., W. Alex
Harris, Esq., Shafkat Rakib, Esq., COHEN ZIFFER FRENCHMAN & MCKENNA LLP,
New York, New York. Attorneys for Plaintiff Motive Technologies, Inc.
Christopher B. Chuff, Esq., Emily L. Wheatley, Esq., TROUTMAN PEPPER LOCKE
LLP, Wilmington, Delaware. Matthew T. Furton, Esq., Molly McGinnis Stine,
Esq., TROUTMAN PEPPER LOCKE LLP, Chicago, Illinois. Attorneys for Defendant
Associated Industries Insurance Company.

John C. Phillips, Jr., Esq., David A. Bilson, Esq., PHILLIPS, MCLAUGHLIN & HALL
P.A., Wilmington, Delaware, Cara Tseng Duffield, Esq., Bonnie Thompson, Esq.,
LAVIN RINDNER DUFFIELD LLC, Washington, DC. Attorneys for Defendants
Vantage Risk Specialty Insurance Co., Allianz Underwriters Insurance Co., Arch
Specialty Insurance Co., and Fortegra Specialty Insurance Co.

RENNIE, J.

2
I. INTRODUCTION

This is an insurance coverage dispute between Plaintiff Motive Technologies Inc.

(“Motive”) and several insurance companies.1 Defendant Associated Industries

Insurance Company, Inc. (“Associated”), sold Motive cyber liability insurance

providing coverage for the period of August 12, 2023, to August 12, 2024 (the “Primary

Policy”).2 Defendants Vantage Risk Specialty Insurance Co., Allianz Underwriters

Insurance Co., Arch Specialty Insurance Co., and Fortegra Specialty Insurance Co.

(collectively “Excess Insurers”, together with Associated, “Insurers”), collectively

issued Motive an excess policy for the same period (the “Excess Policy”, together

with the Primary Policy, the “Policies”). 3 Generally, the Policies provide coverage

for a variety of losses attributable to Motive’s digital conduct.4

Motive seeks coverage, including defense costs, for an ongoing lawsuit filed

by its competitor Samsara, Inc. (“Samsara”) (the “Samsara Action”).5 Samsara

accused Motive of stealing its products, misappropriating confidential information,

patent infringement, and commissioning false studies to disparage Samsara

1
See generally Complaint (hereafter “Compl.”) (D.I. 1).
2
See Compl., Ex. A (hereafter “Primary Policy”).
3
See Compl., Ex. B (hereafter “Excess Policy”).
4
See Primary Policy at 1. The Excess Policy provides coverage “subject to the provisions, terms,
conditions, exclusions, and endorsements of the [Primary] Policy except as provided otherwise.”
Excess Policy § 2. Accordingly, the Court generally references the Primary Policy when
discussing the dispute, while noting where the Excess Policy further restricts coverage.
5
See Compl. ¶¶ 3, 6-10, 75-117.
3
services.6 Motive also argues that the Policies indemnify costs associated with its

largely reciprocal, affirmative suit against Samsara (the “Motive Action”, together

with the Samsara Action, the “Actions”). 7 Insurers contend that several exclusions

in the Policies bar coverage for the Actions. 8

Before the Court are Motive’s Motion for Partial Summary Judgment on

Insurers’ Defense Obligations (“Motive’s Motion”), and Excess Insurers’ Motion for

Summary Judgment (“Excess Insurers’ Motion”). 9 Motive’s Motion seeks a

declaration that Insurers must reimburse Motive’s defense costs for the Actions.10

Insurers oppose Motive’s Motion, arguing that the Policies exclude coverage for the

Actions.11 Additionally, Insurers argue that Motive’s Motion is premature because

discovery has just commenced and the applicability of certain exclusions is a factual

issue. 12

6
See Excess Insurers’ Opening Brief in Support of Their Motion for Summary Judgment and
Answering Brief in Opposition to Plaintiff’s Motion for Partial Summary Judgment on Insurers’
Defense Obligations (hereafter “Excess Insurers MSJ”), Ex. 9 (hereafter “Samsara Compl.”); Ex.
10 (hereafter “Samsara Amend. Compl.”) (D.I. 56).
7
See Compl. ¶¶ 4, 6-10, 75-117; Plaintiff’s Brief in Support of Its Motion for Partial Summary
Judgment on Insurers’ Defense Obligations (hereafter “Motive MSJ”), Ex. 2 (hereafter “Motive
Action Compl.”) (D.I. 33).
8
See, e.g., Defendant Associated Industries Insurance Company, Inc’s Answer and Affirmative
Defenses (hereafter “Associated Answer”) (D.I. 32).
9
See Motive MSJ; Excess Insurers MSJ.
10
See generally Motive MSJ.
11
See Excess Insurers MSJ at 16-26, 32-36; Associated Industries Insurance Company, Inc’s
Answering Brief in Opposition to Plaintiff’s Motion for Partial Summary Judgment on Insurers’
Defense Obligations (hereafter “Motive MSJ Opp’n”) at 22-32.
12
See Excess Insurers MSJ at 27-32; Motive MSJ Opp’n at 32-35.
4
Excess Insurers’ Motion asks the Court to hold that the Excess Policy’s Prior

and Pending Litigation exclusion bars coverage for the Actions. 13 Motive disagrees

with Excess Insurers’ arguments.14 For the reasons that follow, the Court GRANTS

in part, DENIES in part Motive’s Motion and GRANTS in part, DENIES in part

Excess Insurers’ Motion.

II. BACKGROUND

A. The Parties, Relevant Non-Parties, and the Policies

Plaintiff Motive is a Delaware corporation with its principal place of business in

San Francisco, California.15 Motive provides AI-powered logistics technologies and

services across North America.16 Non-party Samsara operates in the same industries

and is one of Motive’s main competitors.17

Defendant Associated is a Florida corporation with its principal place of business

in Boca Raton, Florida.18 Defendant Vantage Risk Specialty Insurance Co. is a

Delaware corporation with its principal place of business in Chicago, Illinois.19

Defendant Allianz Underwriters Insurance Co. is an Illinois corporation also

13
See generally Excess Insurers MSJ.
14
See generally Plaintiff’s Brief in Opposition to the Excess Insurers’ Motion for Summary
Judgment (hereafter “Excess Insurers MSJ Opp’n”) (D.I. 63).
15
Compl. ¶ 12.
16
Id. ¶ 2.
17
See Samsara Amend. Compl. ¶¶ 17, 23-26, 40.
18
Compl. ¶ 13.
19
Id. ¶ 14.
5
headquartered in Chicago, Illinois.20 Defendant Arch Specialty Insurance Co. is a

Missouri corporation with its principal place of business in Kansas City, Missouri.21

Defendant Fortegra Specialty Insurance Co. is an Arizona corporation with its

principal place of business in Jacksonville, Florida.22 All insurers are authorized to

issue insurance policies and conduct “substantial insurance business in Delaware.”23

Motive purchased the Policies from Insurers to provide cyber liability

insurance from August 12, 2023, to August 12, 2024.24 New York law governs the

Policies.25 The Excess Policy provides coverage in accordance with the Primary Policy,

subject to certain additional limitations.26

The Policies require Insurers to “pay on behalf of [Motive] any Damages and

Defense Costs arising from a Liability Claim first made against [Motive] during the

Policy Period for a Media Wrongful Act.” 27 The extensive “Media Wrongful Act”

definition includes:

20
Id. ¶ 15.
21
Id. ¶ 16.
22
Id. ¶ 17.
23
Id. ¶¶ 13-17.
24
See Primary Policy; Excess Policy. The Primary Policy provides $5,000,000 in coverage subject
to a $75,000 retention. Primary Policy at Declaration 7. The Excess Policy provides $5,000,000
in excess coverage. Excess Policy at Declaration 3.
25
See Primary Policy at Declaration 5.
26
See Excess Policy § 2 (“[t]his Policy is subject to the provisions, terms, conditions, exclusions,
and endorsements of the [Primary] Policy except as provided otherwise[.]”). The Excess Policy
explicitly states, “[i]n no event will this Policy grant broader coverage than is provided by [the Primary
Policy].” Id.
27
Primary Policy at 2. “Defense Costs” mean “reasonable and necessary fees, costs and expenses
incurred by or on behalf of [Motive] in relation to the investigation, defense, settlement of, or
response to a Claim[.]” Id. at 7. The Primary Policy defines “Liability Claim” as “a written demand
6
the following acts committed by, or on behalf of, [Motive] in the course
of creating, displaying, broadcasting, disseminating or releasing Media
Information to the public: (A) defamation, libel, slander, product
disparagement, trade libel . . . or other tort related to disparagement or
harm to the reputation of character of any person or entity; (B) a
violation of the rights of privacy of an individual . . . (D) plagiarism,
privacy, or misappropriation of ideas under implied contract; . . . (H)
infringement of copyright; (I) infringement of domain name,
trademark, trade name, trade dress, logo, title, metatag, or slogan,
service mark or service name; or (J) unfair competition, if alleged in
conjunction with any infringement listed in parts (H) or (I) above.28

The Primary Policy contains several coverage exclusions. 29 Relevant here,

the Prior Claims and Knowledge exclusion bars coverage for:

any Loss . . . arising out of . . . any fact, event, or circumstance, likely
to give rise to a Claim or Loss of which a member of [Motive’s]
Management was aware (including claims, incidents or circumstances
noticed under other insurance), or after reasonable inquiry should have
been aware, prior to the Continuity Date.30
The “Continuity Date” is August 12, 2023. 31

for money or services, including without limitations the institution of a civil legal complaint[.]”
Id. at 9. The “Policy Period” runs from August 12, 2023 to August 12, 2024. Id. at Declaration 2.
The extensive “Media Wrongful Act” definition includes “any of the following acts committed by,
or on behalf of, [Motive] in the course of creating, displaying, broadcasting, disseminating or
releasing Media Information to the public: (A) defamation, libel, slander, product disparagement,
trade libel . . . or other tort related to disparagement or harm to the reputation of character of any
person or entity; (B) a violation of the rights of privacy of an individual . . . (D) plagiarism, privacy,
or misappropriation of ideas under implied contract; . . . (H) infringement of copyright; (I)
infringement of domain name, trademark, trade name, trade dress, logo, title, metatag, or slogan,
service mark or service name; or (J) unfair competition, if alleged in conjunction with any
infringement listed in parts (H) or (I) above.” Id. at 10.
28
Id. at 10.
29
Primary Policy at 14-17.
30
Id. at 15.
31
Primary Policy at Declaration 5; Excess Policy at Declaration 11.
7
The Excess Policy contains two additional relevant exclusions.32 The “Prior

and Pending Litigation” exclusion bars any claim:

directly or indirectly arising out of, resulting from, based upon, or
attributable to any demand, claim, suit, arbitration, mediation,
litigation, or administrative, bankruptcy or regulatory proceeding or
investigation commenced prior to or pending as of [August 12, 2023] .
. . or alleging, arising out of, based upon, or attributable to any fact,
circumstance, situation, or wrongful act, alleged in such claim, demand,
suit . . . . 33

The “Continuity Date” exclusion:
[e]xcludes from coverage any claim directly or indirectly arising out of,
resulting from, based upon, or attributable to . . . any wrongful act
occurring prior to [August 12, 2023] . . . or any related act thereto
(regardless of when the related act occurs) if, as of the Continuity Date,
[Motive] knew of such act, error or omission and knew, or could have
reasonably foreseen, that such act, error or omission did or would result
in a claim under this Policy.34

B. Motive and Samsara’s Dispute

Motive and Samsara have been fierce competitors in the logistics technology

sector for several years.35 On June 8, 2022, Samsara sent a letter to Motive’s Board of

Directors (the “June 8 Letter”),

32
See Excess Policy § IV.
33
Id. § IV(A).
34
Id. § IV(C).
35
See Affidavit of Aaron Hou in Support of Plaintiff’s Motion for Partial Summary Judgment on
Insurers’ Defense Obligations (hereafter “Hou Aff.”) ¶¶ 4-9 (D.I. 33).
8
In January 2023, “Samsara declared that ‘all avenues short of litigation’ had been

‘exhausted.’”50 Yet, the parties continued exchanging similar accusatory letters in

September 2023,51 October 2023,52 and January 2024.53 The Court refers to all these

letters collectively as the “Prelitigation Letters.”

On January 24, 2024, Samsara filed the Samsara Action.54 Samsara’s March 20,

2024, amended complaint challenged “Motive’s pervasive copying and use of Samsara’s

proprietary technology, its false and misleading advertisements, and its unauthorized

access to Samsara’s computers and networks.”55 Samsara brought nine causes of action:

(1) Counts I-III for patent infringement56; (2) Count IV – False Advertising;57 (3) Counts

V and VI alleging fraud58; and (4) Counts VI-IX alleging violations of California and

Delaware competition law.59 Samsara’s amended complaint specifically referenced the

June 8 and September 15 Letters, and challenged many of the same acts raised in the

Prelitigation Letters.60

50
Excess Insurers MSJ, Ex. 6.
51
See Excess Insurers MSJ, Ex. 7.
52
See Excess Insurers MSJ, Ex. 6.
53
See Excess Insurers MSJ, Ex. 8.
54
See Samsara Compl.
55
Samsara Amended Compl. ¶ 1.
56
See id. ¶¶ 127-189.
57
See id. ¶¶ 190-198.
58
See id. ¶¶ 199-215.
59
See id. ¶¶ 216-233.
60
See id. ¶ 65. See also id. ¶¶ 48-96.
11
On February 15, 2024, Motive filed the Motive Action.61 The Motive Action

asserted eight causes of action and broadly accused Samsara of the same conduct at issue

in the Samsara Action.62 Given their overlapping allegations, the U.S. District Court for

the Northern District of California determined that the Samsara Action and Motive

Action were related.63 Motive “retained the same counsel in both Actions,” and has

incurred over $2 million in defense costs.64 Motive seeks coverage for the Actions from

Insurers.

C. The Parties’ Coverage Dispute

On February 1, 2024, Motive gave Insurers notice of the Samsara Action.65

Associated denied that the Primary Policy covers the Samsara Action.66 Excess Insurers

adopted that coverage position.67 In June 2024, Motive wrote to Associated, requesting

that Insurers reimburse its Samsara Action defense costs.68 Associated again denied

coverage.69 On September 12, 2024, however, Insurers altered their position – stating,

“certain counts of [Samsara’s] Amended Complaint trigger defense coverage under the

61
See Motive Action Complaint.
62
See id. ¶¶ 140-231.
63
See Hou Aff. ¶ 15. Notably, the Court did not join the Actions into a single suit. Id.
64
Id. ¶¶ 14, 16.
65
See Motive MSJ, Ex. 5 (“[w]e write further to our letter dated February 1, 2024, in which we
acknowledged receipt of [Motive’s Samsara Action notice].”).
66
See id.
67
See Motive MSJ, Ex. 6.
68
See Motive MSJ, Ex. 7.
69
See Motive MSJ, Ex. 8.
12
Polic[ies]” and “agree[ing] to pay, on behalf of Motive [] Defense Costs related to the

Samsara [Action].”70

On December 20, 2024, Associated revised its coverage position citing the

Prelitigation Letters it received from Motive.71 Associated “withdr[ew] its agreement to

pay Damages and Defense Costs on behalf of [Motive] relating to the Samsara

[Action].”72 Specifically, Associated asserted that the June 8 Letter shows that the

Primary Policy’s Prior Claims and Knowledge exclusion bars coverage.73 Excess

Insurers again adopted Associated’s revised coverage position.74 Motive then filed this

lawsuit.75

D. Procedural History

Motive filed its Complaint on January 17, 2025.76 Broadly, the Complaint alleges

that Insurers breached their duty to defend and indemnify Motive for costs and losses

incurred in the Actions.77 Motive advances five causes of action: (1) Count I, Breach of

Contract Against [Associated] – Duty to Defend;78 (2) Count II, Anticipatory Breach of

70
Motive MSJ, Ex. 9; see Motive MSJ, Ex. 10 (Associated’s revised coverage letter); Ex. 11
(Excess Insurers adopting Associated’s coverage position).
71
See Motive MSJ, Ex. 12.
72
Id.
73
See id.
74
See Motive MSJ, Ex. 13.
75
See generally Compl.
76
See generally id.
77
See id. ¶¶ 1, 7-10.
78
See id. ¶¶ 75-81.
13
Contract Against [] [] Excess Insurers – Duty to Defend;79 (3) Count III, Declaratory

Judgment against All Defendants – Defense Costs;80 (4) Count IV, Anticipatory Breach

of Contract against All Defendants – Indemnification;81 and (5) Count V, Declaratory

Judgment against All Defendants – Indemnification.82 In March 2025, Insurers

answered the Complaint, denying Motive’s allegations and raising various affirmative

defenses.83

Motive moved for summary judgment almost immediately thereafter on March

25, 2025.84 In April 2025, Excess Insurers filed their own Motion for Summary

Judgment, which also opposed Motive’s Motion.85 The parties completed briefing on

the Motions over the following months.86 The Court heard oral argument concerning

the Motions on August 1, 2025, and took the matter under advisement.

III. THE PARTIES’ ARGUMENTS

79
See id. ¶¶ 82-89.
80
See id. ¶¶ 90-99.
81
See id. ¶¶ 100-107
82
See id. ¶¶ 108-117.
83
See Associated Answer; Defendant Fortegra Specialty Insurance Company’s Answer and
Affirmative Defenses to Plaintiff’s Complaint (D.I. 22); Defendant Arch Specialty Insurance
Company’s Answer and Affirmative Defenses to Plaintiff’s Complaint (D.I. 23); Defendant
Vantage Risk Specialty Insurance Company’s Answer and Affirmative Defenses to Plaintiff’s
Complaint (D.I. 24); Defendant Allianz Underwriters Insurance Company’s Answer and
Affirmative Defenses to Plaintiff’s Complaint (D.I. 25).
84
See generally Motive MSJ.
85
See generally Excess Insurers MSJ.
86
See generally Motive MSJ Opp’n; Excess Insurers MSJ Opp’n; Excess Insurers’ Reply Brief in
Support of Their Motion for Summary Judgment (hereafter “Excess Insurers MSJ Reply”) (D.I.
69); Plaintiff’s Reply Brief in Support of Its Motion for Partial Summary Judgment on Insurers’
Defense Obligations (hereafter “Motive MSJ Reply”) (D.I. 70).
14
Motive seeks summary judgment ordering “Insurers honor their duty to defend

by reimbursing Motive [for] its already-incurred defense costs and fees, as well as

all future defense costs and fees[.]”87 Motive argues that the Policies require Insurers

to defend the Samsara Action. 88 The Primary Policy requires Insurers “pay on behalf

of [Motive] any Damages and Defense Costs arising from a Liability Claim first

made against [Motive] during the Policy Period for a Media Wrongful Act.”89

Motive insists that the Samsara Action fits that definition. 90 Motive points out that

Samsara’s Amended Complaint is a “civil legal complaint” filed against Motive.91

87
Motive MSJ at 1. Motive notes “[b]ecause there is not yet any judgment or settlement in the
underlying matter, Motive does not address Insurers’ indemnification obligation in [its] motion.
Motive reserves all rights, and waives none, to address Insurers’ indemnification obligation at a
later time.” Id. at 1 n.1.
88
Id. at 19-26. Because some of Samsara’s claims trigger Insurers’ defense obligations, Motive
insists Insurers must defend the entire Samsara Action. Motive MSJ at 23; see Fieldston Prop.
Owners Ass’n, Inc. v. Hermitage Ins. Co., Inc., 945 N.E.2d 1013, 1018 (N.Y. 2011) (“if any of the
claims against an insured arguably arise from covered events, the insurer is required to defend the
entire action.” (internal quotes omitted)).
89
Primary Policy at 2. “Defense Costs” mean “reasonable and necessary fees, costs and expenses
incurred by or on behalf of [Motive] in relation to the investigation, defense, settlement of, or
response to a Claim[.]” Id. at 7. The Primary Policy defines “Liability Claim” as “a written demand
for money or services, including without limitations the institution of a civil legal complaint[.]”
Id. at 9. The “Policy Period” runs from August 12, 2023 to August 12, 2024. Id. at Declaration 2.
The extensive “Media Wrongful Act” definition includes “any of the following acts committed by,
or on behalf of, [Motive] in the course of creating, displaying, broadcasting, disseminating or
releasing Media Information to the public: (A) defamation, libel, slander, product disparagement,
trade libel . . . or other tort related to disparagement or harm to the reputation of character of any
person or entity; (B) a violation of the rights of privacy of an individual . . . (D) plagiarism, privacy,
or misappropriation of ideas under implied contract; . . . (H) infringement of copyright; (I)
infringement of domain name, trademark, trade name, trade dress, logo, title, metatag, or slogan,
service mark or service name; or (J) unfair competition, if alleged in conjunction with any
infringement listed in parts (H) or (I) above.” Id. at 10.
90
See Motive MSJ at 19-23.
91
See generally Samsara Amend. Compl.
15
Thus, Samsara’s Amended Complaint qualifies as a “Liability Claim.”92 Motive also

notes that Samsara filed its Amended Complaint during the policy period in January

2024. 93 Considering Samsara’s allegations, Motive insists that the Samsara Action

challenges a “Media Wrongful Act.”94

Insurers do not meaningfully dispute that the Policies cover at least some of

actions challenged in the Samsara Action. 95 Indeed, Associated’s revised coverage

position recognized Counts IV, VIII, and IX “potentially trigger coverage under the

[Primary] Policy,” before denying coverage based on an exclusion.96 Rather,

Insurers rely on various exclusions in the Policies to argue they have no duty to

defend Motive in the Samsara Action.

Excess Insurers seek summary judgment ruling that the Excess Policy’s Prior

and Pending Litigation Exclusion bars coverage for the Actions.97 Excess Insurers

92
Id. at 19 (citing Primary Policy at 2, 7, 9).
93
Id. (citing Primary Policy at Declaration 2); See generally Samsara Amended Complaint.
94
Id. at 20-22 (citing Samsara Amended Complaint ¶¶ 60, 62, 68, 74-76, 82-85, 87-88). Motive
also notes “Insurers [previously] have repeatedly agreed that some of Samsara’s allegations trigger
coverage.” Id. at 22-23 (citing Motive MSJ, Ex. 9 (September 12, 2024 email in which “AmTurst
acknowledge[d] that certain counts of [Samsara’s] Amended Complaint trigger defense coverage
under the [Primary] Policy.”); Ex 10 (Associated formally revising its coverage position
disclaiming coverage for Counts I-III, V-VII of Samsara’s Amended Complaint, but “agree[ing]to
pay on behalf of Motive any Damages and reasonable Defense Costs arising from the claims made
under Counts IV, VIII and IX of [Samsara’s] Amended Complaint.”); Ex. 11 (Excess Insurers
adopting Associated’s revised coverage position).
95
See Excess Insurers MSJ; Motive MSJ Opp’n.
96
Motive MSJ, Ex. 12
97
See generally Excess Insurers MSJ. As such, Excess Insurers’ affirmative argument also opposes
Motive’s Motion. Alternatively, Excess Insurers ask the Court to deny Motive’s Motion, because
“there are at least genuine issues of material fact, whether, before the August 12, 2023 inception
of the Excess Policy, Motive reasonably should have foreseen that Samsara would sue.” Id. at 4,
16
point out that the Excess Policy excludes coverage for “any claim directly or

indirectly arising out of . . . any demand, claim, suit . . . commenced prior to or

pending as of [August 12, 2023] . . . or alleging [or] arising out of . . . any fact,

circumstance, situation, or wrongful act, alleged in such claim, demand [or] suit[.]”98

Excess Insurers assert that the Samsara Action arises out of facts and circumstances

described in an earlier demand – the Prelitigation Letters.99 Hence, Excess Insurers

maintain that the Prior and Pending Litigation exclusion defeats Motive’s coverage

claim. 100

Similarly, Associated argues that there is at least a genuine issue of material

fact regarding whether the Primary Policy’s Prior Claim and Knowledge exclusion

27-32 (“Excess Insurers [] should be granted the opportunity to take discovery on these prior
knowledge issues.”). Excess Insurers rely on the Excess Policy’s Continuity Date exclusion and
the Primary Policy’s Prior Claim and Knowledge exclusion to support this argument. See id. at 27-
30. Excess Insurers proffer a Rule 56(f) request to allow discovery on issues such as Motive’s
knowledge. See id. at 30-32 (“[t]his case is in its infancy. The pleadings just recently closed and
no case management order has been entered . . . . The concurrently filed Duffield Declaration sets
forth the additional discovery that the Excess Insurers intend, and should be permitted, to take.”).
Associated similarly argues that Motive’s Motion “is premature” because “discovery has just
begun” and Motive “has not yet formally produced any documents.” Motive MSJ Opp’n at 1, 3-
4 (“[i]n addition, third parties such as Samsara exclusively control documents and information that
may affect whether Motive is entitled to coverage.”). Accordingly, Insurers submitted affidavits
requesting discovery pursuant to Rule 56(f) before the Court rules on Motive’s Motion. See
Declaration of Cara Duffield, Esquire in support of Excess Insurers’ Motion for Summary
Judgment and in Opposition to Plaintiff’s Motion for Partial Summary Judgment on Insurers’
Defense Obligation (hereafter “Duffield Decl.”); Affidavit of Matthew Furton, Esq. in support of
Associated Industries Insurance Company, Inc’s Answering Brief in Opposition to Plaintiff’s
Motion for Partial Summary Judgment on Insurers’ Defense Obligation (hereafter “Furton Decl.”)
(D.I. 64).
98
Excess Policy § IV.A.
99
Excess Insurers MSJ at 16-26.
100
Id.
17
abrogates its duty to defend Motive in the Samsara Action. 101 As with Excess

Insurers, Associated relies on the Prelitigation Letters to support its positions.

Motive insists that the exclusions on which Insurers rely do not bar coverage

for several reasons. 102 First, Motive argues that the exclusions do not apply to

Samsara’s allegations regarding activities after the parties sent the Prelitigation

Letters.103 Second, Motive maintains that the Prelitigation Letters are not a

“demand.”104 Finally, Motive insists that the Court cannot consider the Prelitigation

Letters when determining Insurers’ duty to defend. 105 Because the Court concludes

Insurers have a duty to defend Motive in the Samsara Action notwithstanding the

Prelitigation Letters, it need not evaluate the parties other arguments.

IV. STANDARD OF REVIEW

Summary Judgment is proper when “there are no material issues of fact in dispute

and the moving party is entitled to judgment as a matter of law.”106 On such a motion,

101
See Motive MSJ Opp’n at 22-29. Additionally, Associated contends that a genuine factual
dispute exists regarding its other affirmative defenses. Id. at 29-30. For example, Associated
suggests “Motive knew about policies of insurance other than the Primary Policy that may provide
coverage for the Samsara claims” and seeks discovery concerning Motive’s prior claim
submission. Id.
102
See Excess Insurers MSJ Opp’n at 19-32.
103
See id. at 20-23.
104
See id. at 29-32.
105
See id. at 23-26.
106
Lyondell Chemical Co. v. Ryan, 970 A.2d 235, 241 (Del. 2009). Although New York law
governs the policies, Delaware law provides the proper summary judgment standard. See Chaplake
Holdings, LTD v. Chrysler Corp., 766 A.2d 1, 5 (Del. 2001) (“[a]s a general rule, the law of the
forum governs procedural matters.”); US Dominion, Inc. v. Fox News Network, LLC, 2021 WL
5984265, at *18 (Del. Super. Dec. 16, 2021) (“[s]tandards of review are consistently classified as
procedural for choice-of-law purposes[.]”) (internal quotes omitted).
18
“the facts of record, including any reasonable inference to be drawn therefrom, must be

viewed in the light most favorable to the nonmoving party.”107 Courts do not “weigh

qualitatively or quantitatively the evidence adduced on the summary judgment

record.”108 Rather, “[t]he question is whether any rational finder of fact could find . . .

that the substantive evidentiary burden has been satisfied.”109 This standard is not

altered when the parties file cross-motions for summary judgment. 110 Cross-motions

for summary are not necessarily “a concession of an absence of material fact.”111

New York principles of contract interpretation are critical to resolving the

Motions. Under New York law, “insurance agreement[s] [are] subject to principles

of contract interpretation.” 112 As such, “unambiguous provisions of an insurance

contract must be given their plain and ordinary meaning, and the interpretation of

such provisions is a question of law for the court.” 113 Ambiguities are construed

107
LaPoint v. AmerisourceBergen Corp., 970 A.2d 185, 191 (Del. 2009).
108
Cerberus Intern., LTD. v. Apollo Management, L.P., 794 A.2d 1141, 1150 (Del. 2002) (“[i]f the
matter depends to any material extent upon a determination of credibility, summary judgment is
inappropriate.”).
109
Id.
110
CM Commercial Realty, Inc. v. Alpha Trust Real Estate, LLC, 2022 WL 509693, at *3 (Del.
Super. Feb. 18, 2022) (citations omitted).
111
Waters v. Delaware Moving and Storage, Inc., 300 A.3d 1, 12 (Del. 2023). Although cross-
motions for summary judgment can “be the equivalent of a stipulation for decision on the merits
based on the record submitted with the motions,” that is not the case here as the parties argue the
material facts are in dispute. Id.
112
Universal American Corp. v. National Union Fire Ins. Co. of Pittsburgh, Pa., 16 N.E.3d 78, 80
(N.Y. 2015).
113
White v. Continental Cas. Co., 878 N.E.2d 1019, 1021 (N.Y. 2007); see Dean v. Tower Ins. Co.
of N.Y., 979 N.E.2d 1143, 1145 (2010) (“contracts must be interpreted according to common
speech and consistent with the reasonable expectations of the average insured.”).
19
against the insurer.114 Additionally, courts read insurance contracts so “no provision

is without force and effect.”115

Under New York law, insurance companies have “a duty to defend [an

insured] if the allegations [in the complaint] state a cause of action that gives rise to

the reasonable probability of coverage under the policy.”116 The “exceedingly

broad” 117 duty to defend, applies “[i]f [the] complaint contains any facts or

allegations which bring the claim even potentially within the protection

purchased[.]”118 Moreover, “the insurer is required to defend the entire action” if

any claim “arguably arises from covered events[.]”119 To “negate coverage by virtue

of an exclusion, an insurer must establish that the exclusion is stated in clear and

unmistakable language, is subject to no other reasonable interpretation, and applies

in the particular case.” 120

114
In re Viking Pump, Inc., 52 N.E.3d 244, 257 (N.Y. 2016). A provision is only ambiguous if it
is reasonably susceptible to multiple interpretations. See id. at 258.
115
Roman Catholic Diocese of Brooklyn v. National Union Fire Ins. Co. of Pittsburgh, Pa., 991
N.E.2d 666, 671-72 (N.Y. 2013).
116
Belt Painting Corp. v. TIG Ins. Co., 795 N.E.2d 15, 17 (N.Y. 2003) (citations omitted).
117
BP Air Conditioning Corp. v. One Beacon Ins. Grp., 871 N.E.2d 1128, 1131 (N.Y. 2007).
118
Regal Const. Corp. v. National Union Fire Ins. Co. of Pittsburgh, PA, 930 N.E.2d 259, 261
(N.Y. 2010) (internal quotes omitted).
119
Town of Massena v. Healthcare Underwriters Mut. Ins. Co., 779 N.E.2d 167, 170 (N.Y. 2002)
(internal quotes omitted).
120
Continental Cas. Co. v. Rapid-American Corp., 609 N.E.2d 506, 512 (1993). Accordingly,
“policy exclusions are given a strict and narrow construction, with any ambiguity being resolved
against the insurer.” Belt Painting, 795 N.E.2d at 17.
20
V. ANALYSIS

A. Insurers Have a Duty to Defend the Samsara Action, which Includes
Allegations Concerning Post-Prelitigation Letters Conduct.

Insurers argue that various exclusions in the Policies obviate their duty to

defend Motive in the Samsara Action. 121 Motive contends that the exclusions

“cannot apply to allegations concerning events after the Prelitigation Letters were

sent” – namely, “the VTTI Study, which occurred in 2023.”122 Motive insists that

this defeats Insurers’ arguments, because “New York law is clear that an exclusion

relieves an insurer’s duty to defend only where the allegations are ‘solely and

entirely’ within the exclusion’s scope.”123

Excess Insurers disagree with Motive’s argument because “the Prior and

Pending Litigation Exclusion does not demand absolute identity of the prior demand

and the present litigation.” 124 Because “the Samsara Action directly or indirectly

arises out of . . . a[] fact circumstance, situation, or wrongful act alleged in” the

Prelitigation Letters, Excess Insurers insist that the Prior and Pending Litigation

Exclusion obviates their duty to defend.125 Additionally, Excess Insurers maintain

121
122
Id. at 20-23 (citing Samsara Amended Complaint ¶¶ 77, 81, 86; Samsara Amended Complaint,
Exs. 5-6).
123
Id. at 20-21 (quoting Emery v. Cap. Mut. Ins. Co., 151 A.D.2d 854, 855 (N.Y. App. Div. 1989).
124
Excess Insurers MSJ Reply at 12.
125
Id. at 12-13. Excess Insurers insist “[n]umerous courts analyzing similar exclusions have
observed that it is the commonalities between the prior and present claims that matter, not the
differences.” Id. at 13 (citing Zunenshine v. Exec. Risk Indem., Inc., 1998 WL 483475, at *5
(S.D.N.Y. Aug. 17, 1998), aff’d, 182 F.3d 902 (2d Cir. 1999); Quanta Lines Ins. Co. v. Invs. Cap.
Corp., 2009 WL 4884096, at *114-15, 21 (S.D.N.Y. Dec. 17, 2009), aff’d sub nom. Quanta
21
that “[t]he VTTI Study is not sui generis; it [falls] completely . . . with[in] Samsara’s

allegations in” the Prelitigation Letters. 126

The Prior and Pending Litigation Exclusion does not absolve excess insurers

of their duty to defend motive in the Samsara Action. Under New York law the duty

to defend is “exceedingly broad”127 and any doubts regarding whether the duty to

defend exists “are [] [] resolved in the insured’s favor and against the insurer.” 128 An

insurer has a duty to defend “[i]f [the] complaint contains any facts or allegations

which bring the claim even potentially within the protection purchased[.]”129

Accordingly, a policy exclusion does not excuse an insurer’s duty to defend unless

the underlying allegations “are solely and entirely within the policy exclusions.”130

Under that standard the relevant question is whether the Samsara Action contains

“any [] [] allegations [that] arguably arise from a covered event” not within the Prior

and Pending Litigation Exclusion.131

Specialty Lines Ins. Co. v. Invs. Cap. Corp., 403 F. App’x 530 (2d Cir. 2010); Exec. Risk Indem.,
Inc. v. Starwood Hotels & Resorts Worldwide, Inc., 951 N.Y.S.2d 13, 15-16 (N.Y. App. Div. 2012).
While Excess Insurers accurately describes the standard for determining whether a policy
exclusion obviates a duty to indemnify, they ignore “that the duty to defend is broader than the
duty to indemnify.” Fitzpatrick v. American Honda Motor Co., Inc., 78 N.Y.2d 61, 65 (N.Y. 1991).
126
Excess Insurers MSJ Reply at 15-16. Specifically, Excess Insurers assert “according to
Samsara, the two studies were part of the same Motive method of unfair competition.” Id. at 16.
127
BP Air Conditioning, 871 N.E.2d at 1131.
128
U.S. Fidelity & Guar. Co. v. Annunziata, 67 N.Y.2d 229, 232 (N.Y. 1986).
129
Regal Const. Corp. v. National Union Fire Ins. Co. of Pittsburgh, PA, 930 N.E.2d 259, 261
(N.Y. 2010) (internal quotes omitted) (emphasis added).
130
Emery, 151 A.D.2d at 855 (emphasis added).
131
Deetjen v. Nationwide Mut. Fire Ins. Co., 302 A.D.2d 350, 352 (N.Y. App. 2003).
22
The Samsara Action’s allegations raise a reasonable probability of liability

related to the VTTI Study that falls outside the Prior and Pending Litigation

Exclusion. Comparing Samsara’s Amended Complaint with the June 8 Letter

supports that conclusion. First, the June 8 Letter contains no mention of the later-

conducted VTTI Study. 132 Second, according to Samsara’s allegations, the Strategy

Analytics and VTTI studies were conducted by different entities, over different time

periods, using different datasets, and produced different statistical results.133

Notably, while Samsara challenges the Strategy Analytics study’s accuracy across

several metrics, it primarily takes issue with the VTTI Study’s results regarding

detection of drivers failing to wear seatbelts.134 Third, Samsara claims that the

studies were flawed in different ways. Samsara asserts that Strategy Analytics “did

not enable all the necessary features on Samsara’s dashboard to allows the dash cam

to detect certain unsafe driving,” artificially deflating the figures reported

concerning Samsara’s technology.135 Conversely, Samsara alleges that VTTI altered

132
See June 8 Letter (discussing the Strategy Analytics study alone); Samsara Amend. Compl. ¶
77 (alleging Motive commissioned the VTTI Study in 2023).
133
See Samsara Amend. Compl. ¶¶ 68-76 (alleging Strategy Analytics conducted the Strategy
Analytics Study in 2022 and concluding that “Motive’s ‘AI Dashcam detects unsafe behavior more
accurately than’ Samsara’s, with Motive’s detection accuracy being ‘89%’ compared to Samsara’s
being ‘15%’ [as well as] that ‘Motive is 72% more accurate than Samsara at detecting close
following, and alerts drivers 14.2 seconds faster.’”), 77-87 (alleging VTTI conducted the VTTI
Study in 2023 and found “that ‘Motive achieves highest alert rates for six unsafe behaviors,’ with
‘86% of events successfully alerted to at 9.4 seconds’ for Motive, and ‘21% of events successfully
alerted to at 12 seconds’ for Samsara.”).
134
Compare Samsara Amend. Compl. ¶¶ 73-74 (discussing the Strategy Analytics study), with 80-
1 (discussing the VTTI Study).
135
June 8 Letter; see Samsara Amend. Compl. ¶ 73.
23
Samsara’s dash cam setting to “ensur[e] that it would never issue an alert in response

to detecting the driver failing to wear a seatbelt.” 136 Fourth, the Motive advertising

statements Samsara challenges regarding each study are different.137 Finally,

Samsara specifically objects to Motive’s continued use of the VTTI Study in

advertising after VTTI published a clarification “expressly acknowledg[ing] the

flaws with its methodology” – an allegation of liability totally absent from the June

8 Letter.138

These differences show it is reasonably possible that Samsara’s allegations

concerning the VTTI Study do not arise out of or result from the Strategy Analytics

study exclusively discussed in the June 8 Letter. Hence, there is at least a chance

Samsara Action’s Allegations do not solely and exclusively fall within the Prior and

Pending Litigation Exclusion. Accordingly, that exclusion does not obviate Excess

Insurers’ duty to defend Motive in the Samsara Action. For the same reason,

136
Samsara Amend. Compl. ¶ 81.
137
Compare Samsara Amend. Compl. ¶¶ 74 (challenging Motive’s use of the Strategy Analytics
Study to claim “[e]xperts agree, Motive is the most accurate, fastest AI dash cam” and “[t]he
Motive AI Dashcam detects unsafe behavior more accurately than the competition.”), and 88
(alleging Motive improperly used the Strategy Analytics study to are “‘[d]rivers prefer Motive’s
image and video quality[.]’”), with 82 (taking issue with Motive’s use of the VTTI study to assert
“that Smsara had ‘0% success’ in the seatbelt test, compared to Motive’s “100% success’ rate[.]”).
138
Samsara Amend. Compl. ¶¶ 86-87; see generally June 8 Letter (lacking any comparable
language).
24
Associate also has a duty to defend Motive in the Samsara Action.139 Motive’s

Motion is GRANTED and Excess Insurers’ Motion is DENIED on that issue.

To be clear, the Court is not affirmatively holding that the various exclusions

in the Policies do not apply such that Insurers must indemnify any liability Motive

faces due to the Samsara Action. Rather, the Court applies well-settled New York

law to conclude that Insurers must defend Motive in the Samsara Action, because it

is possible that case will result in a covered claim. If the Samsara Action does not

result in a covered claim, “any defense costs advanced are subject to recoupment.”140

139
Associated relies on the Primary Policy’s Prior Claims and Knowledge exclusion which bars
coverage for “any loss . . . arising out of . . . any fact, event, or circumstance likely to give rise to
a Claim or Loss of which a member of [Motive’s] Management was aware . . . or after reasonable
inquiry should have been aware, prior to [August 12, 2023].” Primary Policy at 14-15. All parties
acknowledge that “a two-prong test governs the applicability of the exclusion.” Liberty Ins.
Underwriters, Inc. v. Corpina Piergrossi Overzat & Klar LLP, 913 N.Y.S.2d 31 (N.Y. App. Div.
2010); see Motive MSJ Opp’n at 23; Motive MSJ Reply at 9-11. Thus, the Prior Claims and
Knowledge exclusion bars coverage if the Prelitigation Letters made Motive subjectively aware of
facts suggesting that the Samsara Action was “likely” to an objective, reasonable insured. Primary
Policy at 14-15. The Court has already addressed Motive’s argument that the Prelitigation Letters
cannot be considered when evaluating Associated’s coverage obligations. See supra IV.A.3;
Motive MSJ Reply at 5-8. Yet, as discussed above, it is at least reasonably possible the Prelitigation
Letters did not give Motive notice of the portion of the Samsara Action concerning the VTTI Study.
Accordingly, Associated must defend Motive in the entire Samsara Action. See Sammy v. First
American Title Insurance Company, 205 A.D.3d 949, 953 (N.Y. App. 2022) (“[i]f any of the claims
against the insured arguably arise from covered events, the insurer is required
to defend the entire action[.]”),
140
QBE Americas, Inc. v. ACE American Ins. Co., 997 N.Y.S.2d 670 (Table) (N.Y. Sup. 2014);
see National Union Fire Ins. Co. of Pittsburgh, PA v. Ambassador Group, Inc., 157 A.D.2d 293
(N.Y. App. 1990); Vigilant Ins. Co. v. Credit Suisse First Boston Corp., 10 A.D.3d 528, 529 (N.Y.
App. 2004).
25
B. Insurers are Not Obligated to Indemnify Costs Motive Incurred in the
Motive Action.

In addition to the Samsara Action, Motive maintains that Insurers must

indemnify costs associated with the Motive Action.141 Motive acknowledges that an

insurer’s duty to defend does not typically extend to affirmative claims, but argues

that coverage exists for the Motive Action because its “affirmative claims are

intertwined with its defense in the underlying [Samsara Action].” 142 Thus, Motive

bases its claim for Motive Action costs on Insurers’ obligation to defend the Samsara

Action.

While Insurers must defend Motive in the Samsara Action, that obligation

does not extend to the Motive Action. New York courts only extend the duty to

defend to an insured’s affirmative suit where the claims are “an essential component

of the[] [insured’s] defense of the main underlying action.”143 “New York courts

have hewed to the relatively restrictive mirror-image standard” to evaluate whether

an affirmative claim is an essential component of an insured’s defense in an

141
Motive MSJ at 26-28.
142
Id. (citing Jenel Mgmt. Corp. v. Pac. Ins. Co., 55 A.D.3d 313, 313 (N.Y. App. Div. 2008)
(holding defense costs in affirmative “third-party claims” were covered, because they “were an
essential component of [insured’s] defense in the main underlying action[.]”). Motive asserts: (1)
all its allegations in the Motive Action either refute Samsara’s factual allegations or accuse
Samsara of the same conduct at-issue in the Samsara Action; (2) it “expressly alleges that it brought
the Motive Action in direct response to . . . the Samsara Action; and (3) it “used the same counsel
in both Actions.” Id. at 27-28 (citing Hou Aff. ¶¶ 12-15; Motive MSJ, Ex. 2 ¶ 21).
143
Jenel Mgmt. Corp. v. Pac. Ins. Co., 55 A.D.3d 313, 313 (N.Y. App. Div. 2008); see Liberty
Mutual Insurance Corporation v. New York Marine and General Insurance Company, 505 F. Supp.
3d 260, 275 (S.D.N.Y.).
26
underlying action. 144 Under the “mirror image standard” the insured’s “affirmative

claims cannot be ‘separable from the main action on any coherent grounds, and

cannot go ‘further than merely seeking the opposite of the relief demanded of the

party.’”145 This typically occurs when “an insured br[ings] a pre-emptive suit seeking

a declaration of non-[liability] against a party who had threatened–and then brought–

suit[.]”146

The Motive Action is not a “mirror image” of the Samsara Action. To be

sure, the Motive Action complaint accuses Samsara of the same wrongful conduct

at issue in the Samsara Action. 147 Yet, the Motive Action does not seek a declaration

that Motive is not liable in the Samsara Action. 148 Even if Motive were to prevail

completely in the Motive Action, that would neither moot the Samsara Action, nor

address Samsara’s claims. As such, the Motive Action is separable from the Samsara

Action and goes further than seeking the opposite of Samsara’s requested relief.

Hence, even though Insurers must defend the Samsara action, that obligation does

not extend to the affirmative Motive Action. Accordingly, Motive’s Motion is

144
VR Optics, LLC v. Peloton Interactive, Inc., 2021 WL 1198930, at *2 (S.D.N.Y. Mar. 30, 2021).
145
Arrow Lighter, Inc. v. North American Capacity Insurance Company, 2024 WL 553716, at *11
(E.D.N.Y. Jan. 2, 2024) (quoting VR Optics, 2021 WL 1198930, at *2).
146
Id. (citing Smart Style Industries, Inc. v. Pennsylvania General Ins. Co., 930 F. Supp. 159, 165
(S.D.N.Y. 1996)).
147
Compare Motive Action Compl., with Samsara Amend. Compl.
148
See Motive Action Compl. at Prayer for Relief (requesting damages and an injunction, but not
a declaration that Motive is not liable to Samsara).
27
DENIED and Excess Insurers’ Motion is GRANTED concerning the obligation to

defend and indemnification the Motive Action.

VI. CONCLUSION

For the foregoing reasons the Court GRANTS in part, DENIES in part Motive’s

Motion for Partial Summary Judgment and GRANTS in part, DENIES in part Excess

Insurers’ Motion for Summary Judgment.

IT IS SO ORDERED.

____________ ___ __________
Sheldon K. Rennie, Judge

28