In the
United States Court of Appeals
For the Seventh Circuit
No. 10-2948
N ATIONAL P RODUCTION W ORKERS
U NION INSURANCE T RUST,
Plaintiff-Appellant,
v.
C IGNA C ORPORATION (d/b/a C IGNA G ROUP INSURANCE)
and L IFE INSURANCE C OMPANY OF N ORTH A MERICA,
Defendants-Appellees.
Appeal from the United States District Court
for the Northern District of Illinois, Eastern Division.
No. 05-cv-5415—Robert M. Dow, Jr., Judge.
A RGUED S EPTEMBER 22, 2011—D ECIDED D ECEMBER 30, 2011
Before B AUER, M ANION, and K ANNE, Circuit Judges.
K ANNE, Circuit Judge. The old adage “don’t sign it
until you’ve read it” applies to unions just as it does to
individuals. In this case, National Production Workers
Union Insurance Trust (the “Trust” or “N.P.W.U.”) and
Life Insurance Company of North America (“LINA”)
executed group accident and group life insurance
2 No. 10-2948
policies that omitted what the Trust considered to be a
critical beneficiary provision. Nonetheless, the Trust’s
chairman signed the policy and the Trust paid the policy
premiums. This dispute arose after LINA refused to pay
the Trust a death benefit to which the Trust assumed it
was entitled but for which the actual terms of the policy
prohibited. In response, the Trust brought suit against
LINA and its parent company, Cigna Corporation. LINA
countersued for two months’ unpaid premiums. The
district court dismissed Cigna as a party for lack of per-
sonal jurisdiction and granted LINA’s motion for sum-
mary judgment on all counts. We affirm.
I. B ACKGROUND
In 2003, the Trust sought to implement group accident
and group life insurance policies as a benefit for its union
members.1 The Trust desired a life insurance policy that
included a beneficiary provision that paid $50,000 to
the Trust as a beneficiary and $50,000 to the decedent’s
beneficiaries, for a total death benefit of $100,000. To find
such a policy, the Trust turned to Robert Mondo, the
Trust’s insurance broker of record from 2001-2005.
Based on instructions from Trust officers, Mondo
prepared a request for proposal (“RFP”), which he then
distributed to various insurance companies, including
LINA. Consistent with the Trust’s desired beneficiary
provision, Mondo’s RFP specifically sought a life insur-
1
The life insurance policy, however, is the focus of this dispute.
No. 10-2948 3
ance policy where the “Trust is the owner of the policy
and also [a] beneficiary.”
Two weeks after receiving the RFP, a LINA employee
sent Mondo a proposal for both policies. LINA’s pro-
posal contained only a summary of the proposed
policy’s terms, but it expressly cautioned that “[t]his is
not a contract,” and “the controlling provisions will be
in the group insurance policy.” The proposal omitted
any reference to the Trust’s desired beneficiary provi-
sion. Evidently impressed, the Trust instructed Mondo
to place its group accident and group life insurance
coverage with LINA. To finalize the agreement, LINA
sent Mondo drafts of the two policies, an application
for group insurance, a subscription agreement, and a
subscription and joinder agreement. LINA instructed
Mondo to obtain Trust approval and signatures on the
appropriate documents.
The group policy drafts sent to the Trust contained
two provisions relevant to the instant dispute. First,
LINA’s group life policy draft did not contain the bene-
ficiary provision the Trust deemed to be critical. In-
stead, the policy provided:
Death Benefits will be paid to the Insured’s named
beneficiary, if any, on file at the time of payment.
If there is no named beneficiary or surviving
beneficiary, Death Benefits will be paid to the first
surviving class of the following living relatives:
spouse; child or children; mother or father . . . .”
Second, the group insurance application stated, “Pay-
ment of the required premium after delivery of the pol-
4 No. 10-2948
icy(ies) acts as acceptance of the terms and conditions of
the policy(ies).” Apparently content with these terms,
Louis M. Pissios, the Trust’s chairman, signed the
group insurance application and subscription agree-
ments signaling his full acceptance of LINA’s offer. In
September 2003, the Trust paid the first policy premium,
and shortly thereafter, LINA sent Mondo a copy of the
final policies. The beneficiary provision in both the
draft and final policies was identical, but still different
than the Trust’s desired beneficiary provision.
As time passed, the Trust made timely premium pay-
ments. On May 21, 2004, the Trust made its first claim
on the group life policy. Mondo emailed LINA notice
that union member Charles Knight had passed away.
Six days later, Mondo demanded LINA pay 50% of
the death benefit to the Trust. On June 8, 2004, LINA
responded to Mondo by highlighting the express
terms of the life insurance policy that required LINA
to pay the full death benefit to the decedent’s beneficia-
ries. LINA further asserted that unless the decedent
named the Trust as a beneficiary, LINA was con-
tractually prohibited from paying any portion of the
$100,000 death benefit to the Trust. Pursuant to the
terms of the policy, on August 4, 2004, LINA paid
Knight’s sons a total death benefit of $100,974.60 (the
death benefit plus accrued interest). Despite the pay-
ment to Knight’s sons, Mondo continued to demand
that LINA pay the Trust 50% of the death benefit.
The disagreement over the beneficiary provision came
to a head in August 2004. At the direction of LINA,
No. 10-2948 5
Walter Heindl, senior counsel at Cigna, sent a letter to the
Trust providing formal notice that LINA was exercising
its contractual right to terminate the group life in-
surance policy, effective September 30, 2004. In the
letter, Heindl also suggested that there had been no
“meeting of the minds regarding the design of the
group life insurance plan . . . .” Even if the contract per-
mitted payment to the Trust as a beneficiary, Heindl
concluded that Illinois state law requires insurers to
pay only those beneficiaries designated by the decedent.2
Upon receiving Heindl’s letter, the Trust discontinued
paying the monthly premium.
In August 2005, the Trust filed suit in Illinois state
court against LINA and Cigna seeking a declaratory
judgment and rescission of the contract. In the alterna-
tive and relying principally on Heindl’s suggestion
that there had been “no meeting of the minds,” the
Trust sought damages based on theories of breach of
contract, unjust enrichment, and negligence. LINA re-
moved the action to federal court premised on either
federal question or diversity of citizenship sub-
ject matter jurisdiction.3 In January 2006, Judge Hibbler
2
Under Illinois state law, “any sum becoming due by reason
of the death of the person insured shall be payable to the
beneficiary designated by the person insured.” 215 ILCS
§ 5/231.1(F).
3
In considering LINA’s motion for summary judgment, the
district court found that diversity of citizenship provided
adequate grounds for subject matter jurisdiction. As such, it
expressly declined to resolve LINA’s alternative removal
(continued...)
6 No. 10-2948
dismissed the negligence claim, but reserved judgment
on Cigna’s Rule 12(b)(2) motion to dismiss for lack of
personal jurisdiction. Following extensive discovery
on personal jurisdiction, Magistrate Judge Schenkier
dismissed the complaint against Cigna. The case was
reassigned to Judge Dow in December 2007.
LINA filed a counterclaim against the Trust for
unpaid policy premiums for the months of August and
September 2004, and then moved for summary judg-
ment. Judge Dow found an enforceable contract existed
as a matter of law, and thus granted LINA’s motion
for summary judgment on all counts. He then entered
judgment in favor of LINA on its counterclaim for
$95,059.99. The Trust filed this timely appeal.
II. A NALYSIS
On appeal, the Trust presents two arguments for
our review. First, it contends that there are at least four
genuine issues of material fact that should have pre-
vented the district court from entering summary
judgment in favor of LINA. Second, the Trust claims
that Magistrate Judge Schenkier erred by finding that
Cigna was not subject to the district court’s personal
jurisdiction.
3
(...continued)
theory premised on a federal question. Nat’l Prod. Workers
Union Ins. Trust v. Life Ins. Co. of N. Am., No. 05-cv-5415 2010
WL 1292429, at *6-7 (N.D. Ill. Mar. 29, 2010).
No. 10-2948 7
A. Summary Judgment
The plaintiff principally argues that the district court
erred in granting LINA’s motion for summary judgment.
Namely, the Trust identifies what it considers to be
four genuine issues of material fact. First, the Trust high-
lights Heindl’s admission in his August 2004 letter that
there had been no “meeting of the minds regarding the
design of the group life insurance plan.” This statement,
the Trust argues, should be given to the factfinder as
objective evidence that the two parties never mutually
assented to the policy. Second, the Trust questions
the district court’s conclusion as a matter of law that
Mondo’s actions as agent bound the Trust to the
group policies. In questioning the propriety of Mondo’s
agency, the Trust asserts that Mondo stopped acting as
the Trust’s agent following the purported purchase of
the group policies, but before he delivered them to the
Trust. Alternatively, the Trust claims that LINA knew
or should have known that Mondo did not have the
authority to bind the Trust to policies that materially
deviated from its stated intention. Third, the Trust con-
tends that the factual questions surrounding the
legitimacy of the contract should have precluded the
district court from granting summary judgment on
its unjust enrichment claim. Finally, the Trust argues
that the district court erred in granting summary judg-
ment on LINA’s breach of contract counterclaim,
because there is an open question as to whether LINA
actually performed according to the contract’s terms.
We review grants of summary judgment de novo, Berry
v. Chicago Transit Auth., 618 F.3d 688, 690 (7th Cir. 2010),
8 No. 10-2948
viewing the record in the light most favorable to the
Trust and drawing all reasonable inferences in its favor,
McCann v. Iroquois Mem’l Hosp., 622 F.3d 745, 752 (7th
Cir. 2010). Although we have previously cautioned
against weighing evidence at summary judgment, Kodish
v. Oakbrook Terrace Fire Prot. Dist., 604 F.3d 490, 507 (7th
Cir. 2010), we have also said that “a factual dispute is
‘genuine’ only if a reasonable jury could find for either
party,” SMS Demag Aktiengesellschaft v. Material Scis. Corp.,
565 F.3d 365, 368 (7th Cir. 2009). With that, we turn to
the four issues purportedly in dispute.
1. Heindl’s Letter
The Trust’s first two issues of material fact implicate
the district court’s finding that the Trust and LINA exe-
cuted a binding contract. Under Illinois state law, an
enforceable contract requires an offer, acceptance, con-
sideration, and mutual assent. Voelker v. Porsche Cars
N. Am., Inc., 353 F.3d 516, 528 (7th Cir. 2003); Acad.
Chicago Publishers v. Cheever, 578 N.E.2d 981, 984 (Ill. 1991)
(describing mutual assent as the point when the con-
tracting parties have a “meeting of the minds”). In as-
sessing whether contracting parties have mutually as-
sented to a contract, Illinois courts have long cautioned
that the parties’ subjective intentions are irrelevant.
E.g., Steinberg v. Chicago Med. Sch., 371 N.E.2d 634, 640
(Ill. 1977). Rather, courts must evaluate mutual assent
based on the objective conduct of the parties. Laserage
Tech. Corp. v. Laserage Labs., Inc., 972 F.2d 799, 802 (7th
Cir. 1992) (stating the parties’ “[s]ecret hopes and wishes
No. 10-2948 9
count for nothing because the status of a document as a
contract depends on what the parties express to each
other and to the world, not on what they keep to them-
selves.” (quotation marks omitted)). Although the issue
of whether a contract existed is usually one for the
factfinder, Prignano v. Prignano, 934 N.E.2d 89, 100 (Ill.
App. Ct. 2010), Illinois courts have used summary judg-
ment to find an enforceable contract when its existence
was “clear and free from doubt,” Hedlund & Hanley, LLC
v. Bd. of Trs. of Cmty. Coll. Dist. No. 508, 876 N.E.2d 1, 5
(Ill. App. Ct. 2007); see also Echo, Inc. v. Whitson Co., 121
F.3d 1099, 1102 (7th Cir. 1997) (finding that “[u]nder
Illinois law, when the basic facts are not in dispute,
the existence of a contract is a question of law.”).
Here, the Trust argues that Heindl’s August 2004
letter suggesting there had been no meeting of the
minds constitutes an admission that mutual assent was
absent. This evidence, the Trust asserts, “is an admission
of a fact which goes to the heart of the ultimate issue,”
and a jury should have an opportunity to evaluate
whether Heindl conceded that a contract between the
two parties never existed. Without mutual assent, the
Trust argues, a valid contract was never executed.
The Trust’s argument is without merit. First, it fails
to identify the portions of Heindl’s letter that expressly
recognized the existence of a contract. For example,
Heindl opens the letter by calling attention to the out-
standing issues related to the issued group life policy.
Additionally, Heindl’s closing remarks give notice to
the Trust that LINA is terminating the group policy
effective September 30, 2004. LINA’s contractual right
10 No. 10-2948
to terminate the policy presupposes that an en-
forceable policy existed in the first place.
Instead of focusing on the portions of Heindl’s letter
that clearly suggest the existence of an enforceable con-
tract, the Trust hangs its hat on Heindl’s charac-
terization that there had never been a “meeting of
the minds.” But, the Trust runs head-first into the long-
standing principles of contract law that require
courts to evaluate the objective conduct of the parties.
Heindl’s post-hoc assessment of a contract signed eleven
months earlier provides no objective evidence of the
parties’ intentions at the time the contract was signed.
Admittedly, Heindl’s word choice was unfortunate
given how Illinois courts have described mutual assent,
but this phrase standing alone does not prove the
Trust’s contention that a contract never existed. On a
motion for summary judgment, LINA satisfied its
burden that the parties mutually assented to the group
life policy by providing objective evidence that: (1) the
Trust’s chairman signed copies of the group insurance
application and the subscription agreements; (2) the
Trust made nine consecutive premium payments
without objecting to the policy’s terms; and (3) LINA
continued to provide group life coverage until Septem-
ber 30, 2004.
2. Mondo’s Agency
The Trust’s second summary judgment attack builds on
its assertion that an enforceable contract was never exe-
cuted. Here, the Trust argues that the deficiencies in
No. 10-2948 11
Mondo’s agency relationship with the Trust prevented
the parties from mutually assenting to the group poli-
cies. The Trust finds two faults with Mondo. First,
the Trust asserts that Mondo’s agency terminated im-
mediately following Mondo’s purported purchase of
the group policies, but before he delivered the policies
to the Trust. Alternatively, the Trust suggests that
LINA knew or should have known that Mondo was not
authorized to bind the Trust to materially deviating
policies.
The Trust’s first argument is perhaps a nod to the
strict duty Illinois law imposes on the insured to review
the terms of an issued insurance policy. See Perelman v.
Fisher, 700 N.E.2d 189, 192 (Ill. App. Ct. 1998) (stating
that “Illinois courts have repeatedly held that when an
insured sues his or her insurer after failing to note a
discrepancy between the policy issued and received
and the policy requested or expected, the insured will
be bound by the contract terms”). In recognition of this
duty, the Trust is left to argue that Mondo did not
deliver the policy to the Trust. Without proper
delivery, the Trust argues that it cannot be expected to
have identified the beneficiary provision discrepancy
contained in the final policy.
In assessing the Trust’s first agency argument, we
must address the threshold question of whether
Mondo qualifies as the Trust’s agent. Illinois law distin-
guishes insurance agents from insurance brokers. See
Krause v. Pekin Life Ins. Co., 551 N.E.2d 395, 399 (Ill. App.
Ct. 1990) (a broker typically “solicits insurance business
12 No. 10-2948
from the public under no employment from any special
company” while an agent typically “has a fixed and
permanent relation to the companies he represents”).
In making this distinction, courts have considered
the following factors: “(1) who called the intermediary
into action; (2) who controls its actions; (3) who pays
the intermediary; and (4) whose interests the inter-
mediary represents.” Mizuho Corp. Bank (USA) v. Cory &
Assocs., Inc., 341 F.3d 644, 654 (7th Cir. 2003). If Mondo
is the Trust’s agent, then his knowledge and dealings
with LINA are imputed to the principal, unless “the
agent’s interests are adverse to those of the principal.”
Lease Resolution Corp. v. Larney, 719 N.E.2d 165, 170 (Ill.
App. Ct. 1999); see also Pekin Life Ins. Co. v. Schmid
Family Irrevocable Trust, 834 N.E.2d 531, 537 (Ill. App. Ct.
2005). Thus, the Trust is charged with knowledge of
the final policy as long as Mondo knew or should have
known of the final policy’s contents. Pekin Life Ins. Co.,
834 N.E.2d at 537.
Before Mondo procured the group policy, it is undis-
puted that he served as the Trust’s insurance broker
of record. In that position, Mondo prepared RFPs,
obtained insurance quotes, gave Trust officers advice,
and communicated with insurance providers, all on
behalf of and at the direction of the Trust. Importantly,
Mondo remained independent of all insurance com-
panies. Although Mondo received compensation from
LINA, Illinois courts give this factor “very little weight.”
Royal Maccabees Life Ins. Co. v. Malachinski, 161 F. Supp. 2d
847, 852 n.2 (N.D. Ill. 2001); Browder v. Hanley Dawson
Cadillac Co., 379 N.E.2d 1206, 1212 (Ill. App. Ct. 1978). It
No. 10-2948 13
is certainly beyond reproach that Mondo served as
the Trust’s agent prior to its dealings with LINA.
The question facing us is whether Mondo’s agency termi-
nated immediately after he procured the policies. The
Trust’s answer in the affirmative is belied by the record.
In fact, the Trust does not dispute that Mondo con-
tinued to officially serve as its broker of record until
2005. It is also undisputed that Mondo continued to
communicate with LINA after he secured the group
policies. Specifically, Mondo emailed LINA with details
of the Trust’s first claim. Mondo also demanded
payment from LINA on behalf of the Trust after LINA
rejected the Trust’s claim to 50% of Knight’s death bene-
fit. These two undisputed facts fly in the face of
the Trust’s argument that Mondo’s agency ended at
the exact moment the policy was purchased.
To bolster its argument that Mondo’s agency ter-
minated following the procurement of the group
policies, the Trust misleadingly points to a September 4,
2003, letter from LINA to Mondo. The Trust construes
the letter as evidence that LINA employees “were in-
terested in developing a continuing relationship with
Mondo.” Such a relationship, the Trust contends,
is evidence that Mondo took a position adverse to his
principal. Although the letter clearly expresses LINA’s
desire to build such a relationship with Mondo,
LINA’s desire is always expressed in the context of
Mondo’s work for the Trust. In fact, the first full sen-
tence of the letter states, “We are excited about
partnering with you to build an effective working rela-
tionship on the N.P.W.U. account.” Even when drawing
14 No. 10-2948
all inferences in the Trust’s favor, this letter and the
other two undisputed facts provide enough evidence
to conclude at summary judgment that Mondo remained
in his position as the Trust’s agent/broker at all
relevant times in this dispute. Accordingly, we hold as
a matter of law that Mondo’s knowledge of the final
policy (imputed to the Trust) constitutes effective
delivery to LINA.
The Trust finds a second fault in Mondo’s conduct
as agent. Without identifying record facts or favorable
precedent, the Trust argues that LINA knew or should
have known that Mondo’s authority did not extend to
the procurement of materially deviating policies. But
crucially, the Trust ignores the signed group insurance
application provision that stated, “Payment of the
required premium after delivery of policy(ies) acts as
acceptance of the terms and conditions of the policy(ies).”
The Trust’s chairman signed this application and the
Trust made nine consecutive payments without
objecting to the terms of the policy. Even if the Trust
could show that LINA knew Mondo had exceeded his
authority, the record is undisputed on the point that
LINA unequivocally knew the Trust had expressly
agreed to the proposed policy.
Finally, even if Mondo’s agency ended or LINA was
not entitled to believe Mondo had authority to bind the
Trust, the Trust itself still had access to the policies.
In Illinois, an “insured is charged with notice of the
contents of an insurance policy, despite the fact that he
had not received the policy . . . .” Schoonover v. Am. Family
No. 10-2948 15
Ins. Co., 572 N.E.2d 1258, 1264 (Ill. App. Ct. 1991); see
also Dobosz v. State Farm Fire & Cas. Co., 458 N.E.2d 611,
616 (Ill. App. Ct. 1983). This rule is “especially true if
the policy was available and the insured was not
prevented from reading it.” Maxton v. Garegnani, 627
N.E.2d 723, 728 (Ill. App. Ct. 1994). For example, the
insured in Schoonover never requested nor received a
final copy of the insurance policy. Schoonover, 572
N.E.2d at 1265. Instead, the insured received a letter
from the insurer referencing specific sections of the
issued insurance policy. Id. at 1263. The Court found
that the letter put the insured on notice that a policy
had been issued and thus, the insured was charged
with knowing the particulars of the policy. Id. at 1264.
Like the insured in Schoonover, the Trust had actual
knowledge that LINA had issued a policy. Here, the
Trust paid monthly premiums, the chairman of the
Trust signed the group insurance application and sub-
scription agreements, and the Trust submitted a claim
against the policy following a qualifying event. Had
the Trust requested a copy of the policy, even the
quickest of glances would have indicated that “Death
Benefits will be paid to the Insured’s named beneficiary,”
not necessarily to the Trust. Thus, even if Mondo’s
agency was deficient, we hold as a matter of law that
the Trust is charged with knowledge of the policy,
because it knew LINA had issued the policies.
16 No. 10-2948
3. Unjust Enrichment
The Trust identifies a third genuine issue of material
fact: whether the district court erred in granting LINA’s
summary judgment motion on the Trust’s unjust enrich-
ment claim. But we need not spend much time ad-
dressing the merits of this claim because we have long
recognized that “[w]hen two parties’ relationship is
governed by contract, they may not bring a claim of
unjust enrichment unless the claim falls outside the
contract.” Util. Audit, Inc. v. Horace Mann Serv. Corp., 383
F.3d 683, 688-89 (7th Cir. 2004); Bd. of Managers of
Hidden Lake Townhome Owners Ass’n v. Green Trails Im-
provement Ass’n, 934 N.E.2d 636, 644 (Ill. App. Ct. 2010).
As just recounted in the two previous sections, LINA
and the Trust entered into an enforceable contract for
two group insurance policies. Because the Trust has not
asserted any claims that fall outside of the bargained-
for insurance policies, the Trust is precluded from as-
serting an unjust enrichment claim.
4. LINA’s Counterclaim
Lastly, the Trust asserts that the district court
improperly granted summary judgment on LINA’s
breach of contract counterclaim. LINA asserts that the
Trust refused to pay the August and September 2004
premiums following the dispute over Knight’s death
benefit. The district court granted LINA’s summary
judgment motion and ordered the Trust to pay the past-
due premiums plus accrued interest.
No. 10-2948 17
To succeed on a breach of contract claim in Illinois,
the proponent must prove the existence of a contract,
performance under that contract, breach by the counter-
party, and an injury resulting from that breach. Burrell
v. City of Mattoon, 378 F.3d 642, 651 (7th Cir. 2004) (citing
Hickox v. Bell, 552 N.E.2d 1133, 1143 (Ill. App. Ct.
1990)). The Trust principally takes issue with the perfor-
mance element of LINA’s claim.4 Specifically, the Trust
suggests that LINA did not provide coverage in any
meaningful sense because it failed to notify the Trust
that it would not pay the Trust as a beneficiary. As an
initial matter, the Trust had knowledge that the policy
had been issued and it was thus charged with knowing
the contours of the policy. See Schoonover, 572 N.E.2d at
1264. Moreover, the Trust’s assertion that LINA did
not perform contradicts the record. On summary judg-
ment, it is undisputed that after LINA received notice
of Knight’s death, LINA fulfilled its policy obligations
by paying Knight’s beneficiaries on August 4, 2004.
This payment typifies performance under an insurance
policy. Additionally, the Trust’s assertion that Heindl’s
August 18, 2004, letter gave it justification to discon-
tinue premium payments is unconvincing. Heindl’s
letter specifically terminated coverage effective Septem-
ber 30, 2004. Rather than justify the immediate discon-
tinuation of premium payments, Heindl’s letter is evi-
dence that the insurer remained “on risk” until Septem-
4
Consistent with its earlier arguments, the Trust also
disputed whether the parties executed an enforceable con-
tract. But for the reasons previously stated, we find that
a contract governs this dispute.
18 No. 10-2948
ber 30. The Trust offered no evidence to refute LINA’s
ongoing performance. Thus, we hold that LINA offered
enough uncontested breach-of-contract evidence to
succeed at summary judgment.
B. Personal Jurisdiction
We need not spend much time discussing the Trust’s
second argument. By way of brief background, the
Trust claims that Magistrate Judge Schenkier erred in
dismissing the complaint against Cigna for lack of
personal jurisdiction. The Trust devotes a significant
portion of its brief arguing that Cigna, LINA’s parent
company, exercises an unusually high degree of control
over LINA. This type of control, the trust argues, should
have allowed the district court to exercise personal juris-
diction over Cigna. But it is unnecessary for us to
address the merits of the Trust’s argument, because the
Trust’s substantive claims against Cigna and LINA are
identical. Therefore, we summarily dismiss all claims
against Cigna for the same reasons we affirm the grant
of summary judgment for LINA.
III. C ONCLUSION
We hold that the Trust has not produced any
evidence suggesting that the two parties did not execute
an enforceable group insurance contract. Because no
reasonable jury could find in the Trust’s favor, we
A FFIRM the district court’s grant of summary judgment
on all counts.
12-30-11