B.R.S. Real Estate, Inc. v. Certain Underwriters at Lloyd's, London Subscribing to Policy Number OMF1760087 et al

OCR transcription for search; preserved printed pages are authoritative

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND

B.R.S. REAL ESTATE, INC.,
Plaintiff,

V.

CERTAIN UNDERWRITERS AT C.A. No. 1:20-cv-228-JJM-PAS

LLOYD'S, LONDON SUBSCRIBING

TO POLICY NUMBER OMF1760087;

QUAKER SPECIAL RISK; AND

LAMARCHE ASSOCIATES, INC.,
Defendants.

MEMORANDUM AND ORDER
JOHN J. MCCONNELL, JR., United States District Court Chief Judge.

Before the Court are Defendants’—Certain Underwriters at Lloyd’s, London
Subscribing to Policy Number OMF1760087 (“Lloyd’s”), LaMarche Associates, Inc.
(“LaMarche”), and Quaker Special Risk (“Quaker”)—Motion to Confirm Appraisal
Award, or in the Alternative, for Summary Judgment (ECF No. 26) and Motion for
Summary Judgment (ECF No. 29).

I. BACKGROUND

Plaintiff B.R.S. Real Estate, Inc. (“BRS”) owned a parcel of commercial real
property in Rhode Island that Defendants insured. ECF No. 1-1 at { 12. The property
was damaged by flooding that occurred because of an apparent freezing and bursting
of pipes. Jd. at J 14-15. After BRS filed an insurance claim, Defendants agreed to

pay for a firm to perform some—but not all—the mitigation and restoration work that

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the firm recommended. /d. at {{ 17-22. Defendants then sent an engineer to assess
the property, and the engineer recommended replacement of various damaged
systems. Jd. at §{ 25-26. When Defendants declined to pay for the full scope of work
that was recommended, BRS requested an appraisal under the insurance contract.
Id. at {§ 27-30. Under this process, each party selects an impartial appraiser, the
two appraisers then select an “umpire,” and the three persons work to issue an
“appraisal award’”—on which only two of three must agree—that fairly sets forth the
value of the property and the loss to the property. Jd. at JJ] 29°30. Defendants
selected as their appraiser the engineer who had assessed the property earlier. /d. at
4] 34. BRS then sued in Rhode Island state court, which Defendants removed to this
Court. ECF No. 1. BRS claims that this engineer! was not an impartial appraiser
because the person previously had performed work related to this insurance claim for
Defendants and in the past had done extensive work for insurance companies. ECF
No. 1-1 at ¥{{ 36-37. BRS also claims that the umpire was incompetent and biased
because he was a lawyer who worked for insurance companies. ECF No. 34-1 at 22.
II. STANDARD OF REVIEW

Rule 56 of the Federal Rules of Civil Procedure controls in deciding whether a
party is entitled to summary judgment. Fed. R. Civ. P. 56. “The court shall grant

summary judgment if the movant shows that there is no genuine dispute as to any

1 Because of his dual role as an engineer and member of the appraisal panel,
the Court will refer to him as the “engineer-appraiser” moving forward.

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material fact and the movant is entitled to judgment as a matter of law.” Jd. More

particularly,

the plain language of Rule 56(c) mandates the entry of summary

judgment, after adequate time for discovery and upon motion, against a

party who fails to make a showing sufficient to establish the existence

of an element essential to that party’s case, and on which that party will

bear the burden of proof at trial.
Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). When deciding whether the Court
should grant summary judgment, the Court must “view the facts in the light most
favorable to the non-moving party, drawing all reasonable inferences in that party’s
favor.” Barbour v. Dynamics Rsch. Corp., 63 F.3d 32, 36 (1st Cir. 1995) (citation
omitted). As alluded to, there must first be no genuine issues of material fact. “[M]ere
existence of some alleged factual dispute between the parties will not defeat an
otherwise properly supported motion for summary judgment; the requirement is that
there be no genuine issue of materialfact.” Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 247-48 (1986) (emphasis in original). Thus, the issue must be genuine and
material. See id. “In this context, ‘genuine’ means that the evidence about the fact
is such that a reasonable jury could resolve the point in favor of the nonmoving party
.... ‘[Mlaterial’ means that the fact is one that might affect the outcome of the suit
under the governing law.” Morris v. Govt Dev. Bank of P_R., 27 F.3d 746, 748 (1st
Cir. 1994) (internal quotation marks omitted) (citations omitted).

Additionally, the moving party must be entitled to judgment as a matter of

law. The moving party is “entitled to a judgment as a matter of law [if] the nonmoving

party has failed to make a sufficient showing on an essential element of her case with

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respect to which she has the burden of proof.” Celotex, 477 U.S. at 323 (Gnternal
quotation marks omitted) (citations omitted). The Court decides this latter element
of the summary judgment standard by evaluating “whether there is [evidence] upon
which a jury can properly proceed to find a verdict for the party producing it, upon
whom the onus of proof is imposed.” Anderson, 477 U.S. at 252 (alteration in original)
(emphasis in original) (internal quotation marks omitted) (citation omitted).
III. DISCUSSION

BRS alleges four claims. ECF No. 1-1 at 8-10. First, to the extent that the
Court finds further process necessary to grant the other relief sought, BRS seeks an
order compelling Defendants to participate in an impartial appraisal process. Jd. at
4 49. Second, BRS claims that Defendants breached the insurance contract by failing
to retain a “competent and impartial” appraiser as required by the language of the
insurance agreement. Jd. at ¥ 53. Third, BRS seeks a declaratory judgment that
vacates the current appraisal award and states that BRS is covered under the
insurance policy for all the work performed. /d. at { 58. Finally, BRS claims that
Defendants’ use of a biased appraiser and reliance on an invalid appraisal award
constitute bad faith and unfair claims settlement practices under R.I. Gen. Laws §
27-9.1-1, et seg. Id. at {| 63.

Lloyd’s responds that there is no evidence of an incompetent appraisal panel
member or bias during the appraisal process. ECF No. 27 at 1. Lloyd’s also notes
that the insurance policy dictates that claim valuation must be based on actual cash

value, not the replacement cost value. /d. at 13. Finally, Lloyd’s argues that a claim

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for bad faith or unfair claims settlement practices cannot exist here absent bias or
incompetence. Jd. at 1. Lloyd’s further renews its motion to confirm the appraisal
award. ECF No. 26 at 1. LaMarche and Quaker separately argue that they
maintained no contract with BRS, and thus cannot be sued for breach. ECF No. 30
at 1. LaMarche and Quaker also argue that they do not constitute “insurers” under
R.I. Gen. Laws § 9-1-33, and thus owed BRS no other legal duties. Jd.

A. Whether Appraisers were Impartial and Competent

BRS’ appraisal challenge and breach of contract? claim largely turn on the
issue of whether Defendants’ appraiser and the umpire were impartial and
competent.’ Rhode Island courts have held that a party seeking to challenge an
appraisal award must establish “a reasonable impression of partiality.” Aetna Cas.

& Sur. Co. v. Grabbert, 590 A.2d 88, 96 (1991) (citation omitted). This showing

2 Because the Court does not find that the contract was breached, it need not
decide the question of whether LaMarche and Quaker also are liable. BRS is entitled
to no other relief regarding the appraisal process without a finding of either partiality
or incompetence.

3 The Rhode Island Supreme Court has “consistently maintained that an award
may be vacated only if it is ‘irrational’ or ‘manifestly disregards the applicable
contract provisions, ... or if it falls within one of the four statutorily prescribed
grounds in § 10-38-12.” Aetna Cas. & Sur. Co. v. Grabbert, 590 A.2d 88, 92 (1991)
(quoting State v. Nat? Ass'n. of Governmental Emps. Loc. No. 79, 544 A.2d 117 (R.1.
1988)). But the contract provision here contains no further explanation of
impartiality or competence. See ECF No. 28-2. The Court thus must look to ordinary
definitions of these words, which it does not take to significantly differ from the
standards for impartiality and competence that the state statute requires. In fact,
BRS cites no cases in which a Rhode Island court construed ambiguous language in
a policy to require a higher standard of impartiality than the state statute. See ECF
No. 34:1. Nor does BRS cite any authority for its proposition that the word
“competent” requires that the umpire “knowl how to prepare his own estimate of the
[cllaim damages if necessary.” Jd. at 19. For reasons explained later, this rigid
definition of competence also does not necessarily make sense. See infra Part III.A.2.

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requires “more than an appearance of bias but less than actual bias.” Jd. (citations
omitted). Meaning, “a reasonable person would have to conclude that an arbitrator
was partial to one party to the arbitration.” Jd. (citation omitted). Plaintiff also must
establish a causal nexus “between the party-appointed arbitrator's improper conduct
and the award ultimately decided upon.” Jd. While these cases use the “arbitrator”
language, the appraisal process constitutes arbitration under Rhode Island law.
Waradzin v. Aetna Cas. and Sur. Co., 570 A.2d 649, 650 (R.I. 1990). With this
standard in mind, the Court first discusses the engineer-appraiser and then turns to
the umpire.
1. Impartiality of the Engineer-Appraiser

Lloyd’s asserts that the only facts that suggest impartiality are that the
engineer-appraiser previously worked for Defendants on BRS’ claim and that the
engineevr’s firm generally works for insurance companies. ECF No. 27 at 3-4. In fact,
all three participants in the appraisal signed a declaration swearing that they would
remain impartial and make a “true, justl,] and conscientious award . . . according to
the best of [their] knowledge, skilll,] and judgment.” ECF No. 28-7 at 13. And Lloyd’s
stresses that BRS never raised the impartiality issue during the arbitration process.
ECF No. 27 at 16-19. Accordingly, Lloyd’s submits that there is no basis to vacate

the appraisal award.4 Jd. at 14-16.

4 Lloyd’s alternatively argues that BRS waived its right to bring this suit
because it failed to raise the impartiality issue during the appraisal process. Jd. at
16-19. But BRS raised concerns—even if not the impartiality issue explicitly—about
the process during the arbitration. See, e.g., ECF Nos. 28-5 at 26-27 (reflecting that
BRS appeared to not want its appraiser to sign the appraisal award over concerns

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BRS contends that a person reasonably would not believe that the engineer-
appraiser was impartial due to his work for Defendants on this insurance claim (and
other insurance claims). ECF No. 34-1 at 15-25. BRS also suggests that the appraisal
process was biased because the engineer-appraiser’s submission to the umpire
ultimately matched the previous estimates that he had quoted to Defendants.® Jd. at
8. An error in the initial appraisal award required the issuance of an amended award.
Id. at 8. In fact, this error required the engineer-appraiser to recalculate his
valuation, which was ultimately adopted in the amended award. Jd. Accordingly,
both appraisal awards exactly matched both estimates that the engineer-appraiser
had quoted. Jd.

While the engineer-appraiser’s previous work for insurance companies raised
an appearance of impartiality, this fact alone suggests nothing further. For example,
an expert economist might provide economic analysis on behalf of only patent holders.
But this trend might result from the fact that her valuation methodology tends to
yield higher damages numbers than other methodologies, and thus putative patent
infringers would hesitate to retain her. It would be peculiar to suggest that such an

expert is biased (in the non-statistical sense of the word) toward the patent holder

with it), 28-7 at 22 (reflecting that BRS pointed out a mistake in the initial appraisal
award).

5 BRS also argues that the appraisal award was irrational. ECF No. 34-1 at
27-29. But the evidence that BRS presents does not question the valuation
methodology. Defendants have presented extensive documentation regarding the
claims process, which includes quotes on the cost of the work and the extent of the
damage. See ECF No. 28. While the parties might dispute these numbers—and the
lower number ultimately might have been selected through bias—these facts do not

rise to the level of irrationality.

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she is representing because the methodology that she believes is most accurate tends
to generally favor patent holders in litigation. To be sure, the expert might select this
methodology just because she has a policy preference for strong remedies for patent
holders (or even this patent holder). In that case, the expert’s bias—and not her
sincerely held belief on which methodology is most accurate—drives the outcome. Yet
this latter hypothetical turns on additional facts beyond an expert’s working for one
type of client. Alternatively, patent holders may have hired this expert on a
recommendation or for some other reason, and once she started to work consistently
for patent holders, putative patent infringers became hesitant to hire her. All sorts
of reasons exist for a consultant to work for only, or primarily, one type of client.
Because not all these reasons represent bias, facts beyond those here are required to
make such a determination. The engineer-appraiser’s work for insurance companies
thus demonstrates no more than an appearance of bias.

BRS adds that, before he was even selected to participate in the appraisal
process, the engineer-appraiser had concluded that BRS’ estimate was excessive.
ECF No. 34-1 at 20 (quoting ECF No. 10-1 at 6) (the engineer-appraiser had “reviewed
the file and had agreed that [BRS’] estimate was excessive”). However, in a non-
neutral arbitration, it is the party-appointed members’ role to provide expertise to
the umpire and present the facts in a manner that ensures their respective sides will
be “represented on the arbitration panel by a sympathetic member.” Grabbert, 590
A.2d at 93 (citation omitted). For the reasons stated above, facts beyond those here

are required to determine that this statement represented more than an appearance

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of bias. If he previously opined on the value of a property, naturally he would adhere
to that opinion in later proceedings. Even so, the engineer-appraiser changed his
mind and voted to amend the appraisal award to a higher amount because he
recognized a mistake in the earlier award. ECF No. 28-7 at 22. The engineer-
appraiser reviewed the building and based his estimates on an assessment of each
aspect of the building’s condition. See ECF No. 28-7. Despite all this prior work, his
recognition and acceptance of this mistake demonstrate an open mind during the
process. BRS proffers no evidence that this mistake actually was an intentional
attempt to devalue the property and that it was only corrected on the engineer-
appraiser’s being caught.

The Court, of course, does not recount these facts to make credibility judgments
or weigh in on their veracity. The Court uses these facts to demonstrate only that
BRS does not challenge the process itself beyond generalized assertions that it was a
collaborative effort to favor Defendants. See ECF No. 34-1 at 21-23. Yet these
assertions turn on the engineer-appraiser’s prior relationship with Defendants. That
is, they independently do not present evidence of bias beyond the prior analyses.
Moreover, where the Rhode Island Supreme Court had found that an arbitration
panel member’s prior relationship with a party caused a conflict, that relationship
carried greater significance. See, e.g., McGinity v. Pawtucket Mut. Ins. Co., 899 A.2d
504, 508 (2006) (“An arbitrator who also serves as an attorney to one of the parties
arrives at the arbitration table imbued with a uniquely privileged role that may often

have an especially potent influence on the neutral arbitrator.”). Unlike an attorney,

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neither an engineer nor an appraiser has the same duty of zealous advocacy on behalf
of a client. The engineer-appraiser’s prior work alone is thus insufficient to show
more than an appearance of bias. Accordingly, the Court must look to other facts.
BRS bolsters its suggestion of bias with a couple additional facts. During the
appraisal process only the umpire and engineer-appraiser ever agreed on an
appraisal award. ECF No. 34-1 at 8; see also McGinity, 899 A.2d at 508 (citing
Grabbert, 590 A.2d at 96) “Crucially, in Grabbert, the arbitration award was
supported by all three of the members of the arbitration panel.”). And both the
original and amended awards that these two individuals adopted reflected the
engineer-appraiser’s exact valuations. ECF No. 34-1 at 8. But this issue is
complicated by the fact that the umpire—who was an attorney—did not prepare his
own estimate. See ECF No. 28-3 at 2-4. As an attorney, the umpire was ill suited to
sorting through the technicalities of construction estimates. Yet much like a
factfinder does in litigation,’ the umpire was suited to selecting between competing
estimates that were prepared by experts in the field. Also as discussed, the engineer-
appraiser’s recognition and acceptance of his mistake cut against finding bias. There
is nothing necessarily nefarious about this sequence of events. And while everyone’s
signing the award confirms its soundness, one participant’s not signing the appraisal
award requires further investigation. Here, the record reflects uncertainty over the

influence on BRS’ appraiser’s decision not to sign the award. See ECF Nos. 28-5 at

6 A system with which the umpire was likely quite familiar from his legal
experience.

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26-27, 28-7 at 17-18. But even if BRS’ appraiser independently did not sign the award
because he disagreed with it, there is no evidence that he did not sign because he
independently believed that the process was tainted by bias or incompetence.
Accordingly, these added facts do not suggest more than an appearance of bias.

Lastly, BRS must show that there was a causal nexus between the bias and
the appraisal award. Grabbert, 590 A.2d 88 at 96. To say that the engineer-appraiser
was biased and that the appraisal award favored Defendants remains insufficient.
Assuming that the engineer-appraiser was biased, BRS must demonstrate that this
bias caused the lower appraisal award on which a majority of the panel ultimately
voted. BRS, nonetheless, more easily can meet this standard. The earlier reasons
that vindicated the umpire’s conduct demonstrate causation. If the umpire is
deciding which appraisal to credit—as he appears to have done here—and he agrees
to an appraisal award that was based on a biased valuation, then the bias directly
led to a lower appraisal award. To be sure, the umpire independently might have
determined the appraisal award to be the proper amount. But Defendants present
no evidence to corroborate such a finding. And even if the umpire independently
would have selected a slightly lower appraisal award but thought this one reasonable
and thus voted for it, a causal nexus still would exist (even if the harm were minimal).

2. Impartiality and Competence of the Umpire

BRS also argues that the umpire was incompetent and biased, and thus could

not have properly voted on the appraisal award. ECF No. 34-1 at 22. The Court first

considers competence, and then turns to bias. BRS—citing no legal authority—relies

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on the proposition that a reasonable person could only deem a participant in the
appraisal process competent if that participant specifically possessed construction,
adjusting, or appraising experience. See ECF No. 34-1 at 21-28. But as discussed,
the Court has serious concerns about this proposition. The umpire, as an attorney,
was ill suited to sorting through the technicalities of construction estimates. But
based on his legal experience, the umpire was suited to selecting between competing
estimates that were prepared by experts in the field. And no party disputes that the
umpire appears to have previous experience with insurance law. ECF Nos. 28-5 at
32 (noting that the umpire’s website represents that he has worked for more than
fifty insurance companies), 28-7 at 11 (reflecting that the engineer-appraiser believed
the umpire to be experienced in “both construction and insurance law”). He thus
must have maintained some knowledge of the relevant non-legal fields. He also
brought his own experience with topics like insurance contracts to supplement the
construction and appraisal experience of the other two participants in the appraisal.
In that respect, his experience was an asset, rather than an impairment. Despite
these considerations, BRS fails to suggest why they are not applicable here or why
the experience that it requires of the umpire is so critical.

Further, for the reasons explained above, any prior work for insurance
companies by the umpire remains insufficient evidence of bias. BRS points to no
additional facts—as it did with the engineer-appraiser—that would indicate bias on
the umpire’s part. For example, the umpire did not perform any previous work on

the claim for Defendants. See ECF No. 28-3 at { 11. BRS makes only bare assertions

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that the umpire relied only on Defendants’ estimates and appeared to be collaborating
with Defendants throughout the process. See ECF No. 3471 at 21-23. But no evidence
in the record supports this contention, and it appears that all three participants in
the appraisal extensively communicated with each other. See generally ECF No. 28-
5. The whole procedure may not have been that formal, but there is nothing
inherently problematic about these circumstances given that appraisal panels are not
held to the standards of courts. Grabbert, 590 A.2d at 92 (internal quotation marks
omitted) (citation omitted) (“The [Rhode Island Supreme] Court does not decide today
that arbitrators are to be held to the standards of judicial decorum of Article III
judges, or indeed of any judges.”).

Lastly, the engineer-appraiser appears to have talked BRS’ appraiser out of
his initial choice because of practical concerns. See ECF No. 28-7 at 10-11 (reflecting
that the engineer-appraiser was concerned about BRS’ appraiser’s initial choice for
umpire because hiring that person would cost more). BRS’ appraiser ultimately
selected the umpire from a list of three lawyers that the engineer-appraiser had
provided. Jd. Still, the facts do not suggest that BRS’ appraiser was forced to make
this selection. To be sure, the engineer-appraiser likely advocated for his side when
compiling these names and objecting to BRS’ appraiser’s initial choice. But never did
BRS’ appraiser appear to raise an explicit objection. See id. Nor did he exercise his
right to disagree with a choice, as both appraisers had to agree on an umpire. If BRS
so strongly objected to the umpire who ultimately was selected, it should have—and

presumably would have—made a bigger deal out of the selection process at the time.

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Yet neither BRS’ briefs nor the record reflects such a concern. If BRS claims that it
did not realize how biased and incompetent the umpire was until after the process, it
needs to come with specific facts. Yet BRS adduces no such facts that indicate bias

or incompetence that revealed itself only after the process.

K*K*

The facts largely are not in dispute. The real dispute appears to be whether
the facts entitle Defendants to summary judgment. The claims of bias based on prior
work, or prior opinions, do not meet the legal standard of more than an appearance
of bias. While the circumstances of the appraisal process might be consistent with a
finding of bias, they do not in themselves demonstrate more than an appearance of
bias. BRS also asks for an overly rigid definition of competence without adequate
authority. As the Rhode Island Supreme Court has stated, “[t]he parties to an
arbitration have agreed to settle their dispute without a judge; judicial economy
dictates that our interference be limited to [appropriate] instances... .” McGinty,
899 A.2d at 509. BRS has not adduced enough facts to justify such interference.

B. Valuation Methodology for BRS’ Claim Under the Insurance Policy

One last dispute remains over the language in the insurance policy that
discusses valuation. BRS asserts that the policy calls for valuing its claims based on
replacement cost, not actual cash value. ECF No. 34-1 at 25-26. Lloyd’s contends
that this assertion conflicts with the language of the insurance policy. ECF No. 27 at
12-13. The insurance policy explicitly states that the insurer “will determine the

value of the Covered Property * * * At actual cash value as of the time of the loss or

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damage....” ECF No. 28-2 at 38 (emphasis added). And none of the subsequently
listed exceptions applies. See id. The insurance policy does provide an option for
using replacement cost. Jd. at 40-41. But BRS’ insurance policy’s declarations do not
show that it had selected any of these optional coverage provisions that provide for
replacement cost valuation. /d. at 27. Accordingly, the appraisal process correctly
valued the claim based on actual cash value.

C. Whether Defendants Engaged in Bad Faith or Unfair Claims

Settlement Practices

BRS further alleges that “Defendants’ use of a biased appraisal process and
reliance upon an invalid Appraisal Award, and its other actions and omissions
concerning the [cllaim, constitute unfair claims settlement practices and bad faith . .
.. ECF No. 1-1 at 61, 63. Defendants respond that such a claim could be
predicated only on a finding of partiality or incompetence, and thus fails because
neither was present. ECF No. 27 at 1.

In one of its briefs, BRS—while asserting that this claim should be stayed—
argues that nonetheless summary judgment is not warranted. ECF No. 34-1 at 2-3.
But in the same brief, BRS does not make arguments beyond those discussed above.
See id. In its other brief, BRS argues that it should be able to maintain a common
law bad-faith claim, even if its statutory claims cannot stand. ECF No. 36-1 at 5-6.
Once again, however, BRS does not advance arguments beyond those discussed
above. Seeid. Therefore, staying this claim to resolve it later would be futile. “Under

Rhode Island law, ... a plaintiff first must show that he or she is entitled to recover

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on the contract before he or she can prove that the insurer dealt with him or her in
bad faith.” Zarrella v. Minn. Mut. Life Ins. Co., 824 A.2d 1249, 1261 (R.I. 2003). After
all, how can a process that is considered impartial and competently conducted under
the arbitration statute and the insurance policy also be deemed “unfair” or conducted
in “bad faith?” In its Complaint and briefs, BRS does not highlight other aspects of
the process—beyond impartiality and competence—that might otherwise constitute
actionable conduct. There are thus no genuine issues of material fact on which BRS
could predicate a claim for bad faith or unfair claims settlement practice.
IV. CONCLUSION

Rhode Island law states that, “within one year after the award is made, any
party to the arbitration may apply to the court for an order confirming the award,
and thereupon the court must grant the order confirming the award unless the award
is vacated, modified[,] or corrected, as prescribed in §§ 10-3-12—10-3-14.” R.I. Gen.
Laws § 10-3-11. Because the Court finds that no participant in the appraisal process
was biased or incompetent and that the process adhered to the language of the
insurance policy, there are no legal grounds on which to vacate the appraisal award.
The Court also finds no other conduct that could constitute bad faith or an unfair
claims settlement practice. The Court, therefore, GRANTS Defendants’ Motions for
Summary Judgment. ECF Nos. 26, 29. The Court further GRANTS Defendants’

Motion to Confirm Appraisal Award. ECF No. 10.

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IT IS SO ORDERED.
j f /

John J. McConnell, Jy.
Chief Judge
United States District Court

May 24, 2023

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