J-A16024-15
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
PATRICK GRIFFIN IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
ERIE INSURANCE EXCHANGE
Appellee No. 3350 EDA 2014
Appeal from the Judgment Entered October 16, 2014
In the Court of Common Pleas of Philadelphia County
Civil Division at No(s): August Term, 2013 No. 03348
BEFORE: LAZARUS, OLSON and PLATT,* JJ.
MEMORANDUM BY OLSON, J.: FILED AUGUST 28, 2015
Appellant, Patrick Griffin, appeals from the judgment entered on
October 16, 2014. We affirm.
The factual background and procedural history of this case are as
follows. Appellant is the sole member of Griffin Technologies Solutions, LLC
(“GTS”). During the relevant time period, GTS had commercial liability and
commercial automobile policies with Erie Insurance Exchange (“Erie”). The
commercial automobile policy lists GTS as the only insured. Appellant is
listed as the owner of the vehicle covered by the policy.
At approximately 4:45 p.m. on August 2, 2012, Appellant was crossing
the 4800 block of Broad Street in Philadelphia. A vehicle operated by
Michelle Howell struck Appellant. Her automobile insurer, Omni Insurance
Company, tendered the policy limit to Appellant. Appellant’s personal
* Retired Senior Judge assigned to the Superior Court
J-A16024-15
automobile insurer, Nationwide Insurance, tendered the full amount of his
underinsured motorist coverage. This, however, was insufficient to cover
Appellant’s injuries. Appellant thereafter submitted an underinsured
motorist claim to Erie. In that claim, he argued that he is a named insured
under GTS’ commercial automobile policy. Erie denied the claim because, in
its view, Appellant is not a named insured under GTS’ commercial
automobile policy.
On August 29, 2013, Appellant filed a complaint against Erie seeking
coverage under GTS’ commercial automobile policy. On July 7, 2014,
Appellant filed a motion for partial summary judgment and Erie filed a cross-
motion for summary judgment. On October 16, 2014, the trial court denied
Appellant’s motion for partial summary judgment and granted Erie’s motion
for summary judgment. This timely appeal followed.1
Appellant presents two issues for our review:
1. Must a motor vehicle insurance policy provide underinsured
motorist coverage to an injured person who: [i]s the sole
owner and operator of his company; [s]igned an application
for insurance that identified the applicant as an individual and
not a corporation; [p]urchased underinsured motorist
coverage; and, [p]aid increased premiums for underinsured
motorist coverage?
2. When an insurance policy lists the sole owner of the company
and the sole owner of the vehicle insured under the policy as
1
The trial court did not order Appellant to file a concise statement of errors
complained of on appeal. See Pa.R.A.P. 1925(b). Nonetheless, on
December 17, 2014, the trial court issued an opinion explaining its rationale
for granting Erie’s motion for summary judgment.
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a “[n]amed [i]nsured,” must the policy provide underinsured
motorist coverage to the owner of the vehicle?
Appellant’s Brief at 4 (paragraph breaks omitted).
When reviewing a trial court’s grant of summary judgment, our
standard of review is de novo and our scope of review is plenary. Kennedy
v. Consol Energy Inc., 116 A.3d 626, 634 (Pa. Super. 2015) (citation
omitted). We must
review[] all the evidence of record to determine whether there
exists a genuine issue of material fact. We view the record in
the light most favorable to the non-moving party, and all doubts
as to the existence of a genuine issue of material fact must be
resolved against the moving party. Only where there is no
genuine issue as to any material fact and it is clear that the
moving party is entitled to a judgment as a matter of law will
[the grant of summary judgment be affirmed]. All doubts as to
the existence of a genuine issue of a material fact must be
resolved against the moving party.
Criswell v. Atl. Richfield Co., 115 A.3d 906, 908–909 (Pa. Super. 2015)
(citation omitted).
In order to dispose of Appellant’s claims, we must interpret GTS’
commercial automobile policy. As this Court explained:
When interpreting an insurance policy, we first look to the terms
of the policy. When the language of the policy is clear and
unambiguous, we must give effect to that language. However,
when a provision in the policy is ambiguous, the policy is to be
construed in favor of the insured. Also, we do not treat the
words in the policy as mere surplusage and, if at all possible, we
construe the policy in a manner that gives effect to all of the
policy’s language.
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Indalex Inc. v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, 83 A.3d
418, 420–421 (Pa. Super. 2013) (internal quotation marks, citations, and
ellipses omitted).
Although Appellant enumerates two questions, he essentially only
presents one question – whether he is a named insured under GTS’
commercial automobile policy. He makes four arguments as to why he is a
named insured: (1) the policy definition of “named insured” is ambiguous;
(2) the declarations found in the Erie commercial automobile policy are
ambiguous; (3) he meets the criteria for named insured status under the
reasonable expectations doctrine; and (4) the policy was amended by the
underwriter after the application was submitted. He contends that because
ambiguities in an insurance policy must be construed in favor of the insured,
the policy should be construed so as to include Appellant as a named
insured. Erie, on the other hand, contends that the language of GTS’
commercial automobile policy is clear and unambiguous as to who qualified
as a named insured. According to Erie, this clear and unambiguous
language excludes Appellant.
First, Appellant argues that the definition of “named insured” is
ambiguous. The trial court, quoting verbatim from GTS’ commercial
automobile policy, held that “‘named insured’ means the subscriber named
in item 1 on the declarations and others named in item 1 on the
declarations.” Trial Court Opinion, 12/17/14, at 5, quoting Policy Change
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Endorsement, at 2 (extraneous capitalization and punctuation omitted;
emphasis removed).2 Appellant argues that this is erroneous because the
policy defines “subscriber” as “the person who signed, or the organization
that authorized the signing of the [s]ubscriber’s [a]greement.” Policy, at 5.
He reasons that the use of the term “subscriber” in the definition of “named
insured” expands the scope of that term; and, the definition of “named
insured” is broader than the definition used by the trial court.
This argument fails. In this case, GTS authorized Appellant to sign the
subscriber’s agreement on its behalf. Appellant did not sign the subscriber’s
agreement in his individual capacity. Thus, the definition of “named insured”
used by the trial court is the correct definition and the definition of
“subscriber” does not expand that definition. Applying that definition, the
subscriber listed in item 1 on the declarations is “Griffin Technologies
Solutions LLC.” Declarations, at 1. Thus, under the plain language of the
insurance policy, Appellant is not a named insured under GTS’ commercial
automobile policy.
Appellant next argues that the declarations page is ambiguous
because it states that “unless otherwise indicated below, the named insured
is the sole owner of each auto we insure.” Declarations, at 1 (complete
capitalization removed). This argument fails for two reasons. First,
immediately after that statement the policy states that the owner of the
2
Item 1 on the declarations lists “Griffin Technologies Solutions LLC” as the
named insured. Declarations, at 1.
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vehicle insured by the policy is “Patrick Griffin.” Id. at 2. Thus, the policy
“indicates below” that the vehicle insured by the policy is not owned by a
named insured. Instead, it is owned by an individual that is not a named
insured, i.e., Appellant. This buttresses support for reading the policy as
including GTS as the sole named insured. Second, the provision of the
declarations page Appellant references here is item 9. As noted above, the
policy defines “named insured” by referencing only item 1 on the
declarations, not item 9.
Appellant next argues that the trial court should have considered his
reasonable expectations as it relates to the policy. The trial court held that
the reasonable expectations doctrine does not cover commercial policies.
We need not reach that issue, however, because this Court has held that
“[a]n insured, however, may not complain that [his] reasonable expectations
have been frustrated when the applicable policy limitations are clear and
unambiguous.” Millers Capital Ins. Co. v. Gambone Bros. Dev. Co., 941
A.2d 706, 717 (Pa. Super. 2007), appeal denied, 963 A.2d 471 (Pa. 2008)
(citation omitted). As noted above, the terms of the insurance policy are
clear and unambiguous and, therefore, the reasonable expectations doctrine
is inapplicable. Furthermore, even if we considered Appellant’s reasonable
expectations, we would reach the same result. When a limited liability
company purchases commercial automobile insurance, the only reasonable
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expectation is that the company, and not its members, is the named insured
of the policy.
Finally, Appellant argues that the underwriter changed the policy after
he submitted his application. Specifically, he argues that he listed himself
individually as the named insured on the insurance application. This
argument fails for two reasons. First, at the heart of Appellant’s argument is
the premise that GTS was not a legal entity capable of entering into
contracts. See Appellant’s Brief at 14 (“[T]here was no legal distinction
between [Appellant] and [GTS].”). Appellant ignores the fact that “a limited
liability company shall have the legal capacity of natural persons to act.” 15
Pa.C.S.A. § 8921(a); see also Fletcher-Harlee Corp. v. Szymanski, 936
A.2d 87, 96 (Pa. Super. 2007), appeal denied, 956 A.2d 435 (Pa. 2008) (a
corporate entity is legally distinct from its owners or members). Thus, there
was a clear legal distinction between Appellant and GTS. Even if Appellant
did not understand this basic distinction, Erie cannot be held responsible for
Appellant’s mistake of law.
Second, there is no evidence that the underwriter changed the policy
after GTS submitted its application. Appellant contends that because the
named insured on the application was “Patrick Griffin dba Griffin
Technologies Patrick Griffin dba Griffin Technologies Solutions LLC,”
Application, at 1, the underwriter must have changed the policy after the
application. We are not persuaded that the wording used on the insurance
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application raised a genuine issue of fact regarding the accusation that the
underwriter must have changed the policy. Viewed as a whole, the only
reasonable interpretation of the application is that Appellant was seeking
legal coverage for GTS and not himself.
First, it is clear on the application that it is for commercial automobile
insurance – not personal automobile insurance. By its very nature, a
commercial policy covers a company - it does not cover an individual.
Second, Appellant did not list two named insureds. Instead, he listed only a
single named insured. Erie was aware that Appellant had personal
automobile coverage and that GTS was seeking commercial coverage. The
application states, in at least two places, that the automobile covered by the
policy is not owned by the applicant. See id. at 1, 2. Appellant was well
aware that he owned the automobile listed in the application. Therefore, it
is clear that the applicant, GTS, is a legal entity other than Appellant. The
application also lists Appellant as the driver of the insured vehicle; however,
the code for “insured” is not selected as to Appellant. Id. at 1. Instead,
“other” is selected. Id. Although Appellant listed GTS’ name incorrectly on
the application, it is clear from the application that GTS was seeking
coverage – not Appellant. Thus, the cases cited by Appellant for the
proposition that an insurance company cannot change a policy after the
application is submitted are inapposite. Therefore, we agree with the trial
court that Appellant is not a named insured of GTS’ commercial automobile
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policy. As only the named insured is entitled to coverage, the trial court
properly granted Erie’s motion for summary judgment.
Judgment affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 8/28/2015
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