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CPT CORP. v. St. Paul Fire & Marine Ins.

Citations: 515 N.W.2d 747; 1994 Minn. App. LEXIS 424; 1994 WL 174751Docket: C9-93-2068

Court: Court of Appeals of Minnesota; May 10, 1994; Minnesota; State Appellate Court

Narrative Opinion Summary

In this case, St. Paul Fire and Marine Insurance Company appealed a trial court decision regarding its obligations to defend and indemnify CPT Corporation in an ERISA lawsuit initiated by former employees. The court found that St. Paul had a duty to defend CPT, as the claims were arguably covered under St. Paul’s policy, which provided coverage for errors in the administration of employee benefits. The policy’s exclusions were deemed inapplicable as the allegations did not involve investment decisions or fraudulent acts. Consequently, St. Paul was ordered to pay $49,000 for defense costs. Regarding indemnification, the trial court initially required St. Paul to contribute $400,000 to a settlement paid by Aetna Casualty and Surety Company, CPT's other insurer. However, on appeal, the court ruled that Aetna's policy was primary, covering fiduciary breaches more explicitly, and thus St. Paul was not obligated to contribute to the settlement. The appellate court affirmed the duty to defend while reversing the decision on settlement contribution, emphasizing the need for justice in reviewing pretrial orders that were not appealable at the time of the initial judgment.

Legal Issues Addressed

Appellate Review of Pretrial Orders

Application: The court reviewed the contribution issue on appeal as it was necessary in the interest of justice, despite being addressed in a pretrial summary judgment order.

Reasoning: Respondents contest the contribution issue, asserting it is not properly before the court as it was addressed in a pretrial summary judgment order, which is only reviewable on appeal from a final judgment.

Application of Policy Exclusions

Application: The court determined that exclusions in St. Paul's policy did not apply as the allegations did not relate to investment decisions or fraudulent acts.

Reasoning: The court found that St. Paul’s policy exclusions did not apply to these allegations, as they did not relate to investment decisions nor did they pertain to dishonest or fraudulent acts by those not personally involved.

Contribution among Insurers

Application: The court concluded that St. Paul was not liable to contribute to the settlement with Aetna as Aetna's policy was primary and covered the specific fiduciary breaches.

Reasoning: The court concludes that Aetna’s policy is primary because it explicitly covers breaches of fiduciary duties, whereas St. Paul’s policy only covers administrative losses and excludes investment-related claims.

Duty to Defend under Insurance Policy

Application: The court found that St. Paul had a duty to defend CPT in the underlying ERISA lawsuit as the claims arguably fell within the scope of St. Paul's policy.

Reasoning: First, St. Paul argued it had no duty to defend CPT, but the court disagreed, stating that an insurer must defend any claim that is arguably covered by the policy.

Interpretation of Insurance Policy Terms

Application: The court interpreted the term 'administration' in St. Paul's policy to include the actions alleged in the underlying complaint, leading to a duty to defend.

Reasoning: St. Paul's policy covers losses arising from errors or negligent acts in the administration of employee benefits, a term interpreted in its ordinary meaning.