The Hanover Insurance Company v. James Larson; Steven Bateski; Brian Aguiar

United States Court of Appeals
For the Eighth Circuit
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No. 25-2543
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The Hanover Insurance Company
Plaintiff - Appellee
v.
James Larson; Steven Bateski; Brian Aguiar
Defendants - Appellants
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Appeal from United States District Court
for the Western District of Missouri - Kansas City
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Submitted: June 9, 2026
Filed: August 10, 2026
[Unpublished]
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Before LOKEN, GRUENDER, and KELLY, Circuit Judges.
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PER CURIAM.
Three former executives for Bela Flor Nurseries (BFN) claimed Hanover
Insurance Company (Hanover) owed a duty to defend and indemnify them under a
liability insurance policy it issued to BFN’s directors and officers. Hanover denied
coverage and sought declaratory judgment. Finding the former executives were not

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covered by the policy, the district court1 granted judgment on the pleadings. We
affirm.
I.
Hanover issued an insurance policy to BFN. That policy included coverage
for liability resulting from a “wrongful act,” including “breach[es] of duty,”
committed by an Insured Individual. The policy defined “Insured Individual” as:
[A]ny past, present or future Executive or employee . . . of the Insured
Entity while acting solely within his or her capacity as such on behalf
of the Insured Entity or in an Outside Capacity.2
James Larson, Steve Bateski, and Brian Aguiar (Appellants) were executives and
employees of BFN: Larson was Secretary and Chief Operations Officer, Bateski was
Vice President, and Aguiar was President and Chief Executive Officer.
In August 2022, BFN took out a loan from Agrifund, LLC. Appellants
executed a separate “Guaranty Agreement,” guaranteeing payment on the loan in the
event BFN defaulted. Each Appellant signed the Guaranty Agreement, and each
signature line included his name and the word “GUARANTOR,” but made no
mention of his respective executive position.
In October 2022, BFN took out another loan, this time from Ball Horticultural
Company. Again, Appellants signed a separate agreement, this time denoted as a
“Personal Guaranty,” guaranteeing payment on the loan if BFN defaulted. And each
Appellant signed only his name without any mention of his executive role.
1 The Honorable Stephen R. Bough, United States District Judge for the
Western District of Missouri.
2 “Outside Capacity” is in turn defined in the policy but it is not relevant here,
because Appellants do not contend it applies to provide coverage.

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The Agrifund and Ball loans themselves were also signed by one or more of
the Appellants, and these documents identified BFN as the borrower. Unlike the
Guaranty Agreement and the Personal Guaranty, the signature lines were below
“Borrower: Bela Flor Nurseries, Inc.,” and at least one of the signatures included
Appellants’ executive designations.
BFN subsequently defaulted on the loans, and both Agrifund and Ball sued to
collect from Appellants individually. Appellants turned to Hanover, claiming their
liability on the loans was covered under BFN’s insurance policy. After denying
coverage, Hanover filed a complaint seeking a declaratory judgment that it owed no
duty to defend or indemnify. The district court granted judgment on the pleadings
under Federal Rule of Civil Procedure 12(c), finding that the former executives
signed each guaranty agreement in their personal, rather than executive or official
capacities, and were thus not covered by the policy.
II.
“We review a grant of judgment on the pleadings de novo, ‘viewing all facts
pleaded by the nonmoving party as true and granting all reasonable inferences in
favor of that party.’” Ragan v. Berkshire Hathaway Auto., Inc., 91 F.4th 1267, 1269
(8th Cir. 2024) (quoting Henson v. Union Pac. R.R. Co., 3 F.4th 1075, 1080 (8th
Cir. 2021)). “Judgment on the pleadings is proper when ‘no material issue of fact
remains to be resolved and the movant is entitled to judgment as a matter of law.’”
Henson, 3 F.4th at 1080 (quoting Clemons v. Crawford, 585 F.3d 1119, 1124 (8th
Cir. 2009)).
Under Missouri law, “[w]hen considering whether a signatory to a contract
intended to sign the agreement in his corporate or individual capacity, the
determinative question is whether, ‘in view of the form of the signature to the
agreement, the language of the so called guaranty clause is sufficient to manifest a
clear and explicit intent by [the signatory] to assume a personal guaranty contract.’”
Capitol Grp., Inc. v. Collier, 365 S.W.3d 644, 648 (Mo. Ct. App. 2012) (alteration

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in original) (quoting Wired Music, Inc. v. Great River Steamboat Co., 554 S.W.2d
466, 468 (Mo. Ct. App. 1977)); see also Cardinal Health 110, Inc. v. Cyrus Pharm.,
LLC, 560 F.3d 894, 899 (8th Cir. 2009) (applying Missouri law).
Here, the Guaranty Agreement and the Personal Guaranty both manifest
Appellants’ intent to assume personal liability. Neither document includes any
reference to Appellants’ corporate designations on their signature lines. Nor does
either document indicate in any other way that Appellants signed as executives of
BFN. In contrast, the loan documents identify BFN as the borrower, with Appellants
signing on the company’s behalf. See Cardinal Health, 560 F.3d at 900 (finding
guarantors personally liable where they “did not sign the Guarantee with reference
to their corporate capacities . . . [which was] distinctly different from [their] other
sets of signatures in the [agreements] which had [them] signing as either an
“Authorized Signature” or on behalf of [the business] as its “owner/President.”).
Moreover, construing Appellants to have signed the guaranties in their
executive capacities would render those guaranties meaningless. Agrifund and Ball
obtained rights against BFN as a corporate entity through the promissory note and
the supply and financing agreement, respectively. If the Guaranty Agreement and
the Personal Guaranty bound only BFN and not Appellants, the documents would
grant Agrifund and Ball rights they “already possessed” under the loans “and would
have [BFN] guaranteeing its own debt.” Cardinal Health, 560 F.3d at 900; see also
Capitol Grp., 365 S.W.3d at 650. “This interpretation would be ‘redundant, illusory,
absurd, and therefore unreasonable.’” Cardinal Health, 560 F.3d at 901 (quoting
Standard Meat Co. v. Taco Kid of Springfield, Inc., 554 S.W.2d 592, 596 (Mo. App.
1977)).
Because Appellants evinced an intent to be bound personally when they
signed the Guaranty Agreement and the Personal Guaranty, they did not act “solely
within [their] capacity” as executives when they signed either document. As a result,
Appellants were not “Insured Individuals” by the terms of the Hanover insurance
policy, and Hanover’s policy did not provide the coverage they sought.

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III.
We affirm.3
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3 Appellants’ answer and counterclaims are deemed amended. See 28 U.S.C.
§1653.

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