Tillman v. Camelot Music, Inc.

F I L E D
United States Court of Appeals
Tenth Circuit
PUBLISH
MAY 11 2005
UNITED STATES COURT OF APPEALS
PATRICK FISHER
Clerk
FOR THE TENTH CIRCUIT

BETINA L. TILLMAN, Personal
Representative of the Estate of Filipe
M. Tillman, Deceased,

Plaintiff-Appellant,
v. No. 03-5172
CAMELOT MUSIC, INC.,

Defendant-Appellee,
_______________________________

WAL-MART STORES, INC.,

Amicus Curiae.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OKLAHOMA
(D.C. No. CV-02-761-EA (J))

Michael D. Myers of McClanahan & Clearman, L.L.P., Houston, Texas (Scott M.
Clearman and Robert H. Espey, II, of McClanahan & Clearman, L.L.P; James C.
Hodges and Shanann P. Passley of Eller & Detrich, Tulsa, Oklahoma, with him on
the briefs), for Plaintiff-Appellant.

Myron Kirschbaum of Kaye Scholer LLP, New York, New York (Howard
Kleinhendler of Kaye Scholer LLP; Richard M. Eldridge and Thomas E. Steichen
of Eldridge, Cooper, Steichen & Leach P.L.L.C., Tulsa, Oklahoma, with him on
the brief), for Defendant-Appellee.

David L. Bryant, Craig A. Fitzgerald, and Janna Dunagan Hall of the Bryant Law
Firm PLLC, Tulsa, Oklahoma, on the brief for Amicus Curiae Wal-Mart Stores,
Inc.

Before EBEL, McKAY, and O’BRIEN, Circuit Judges.

McKAY, Circuit Judge.

Defendant Camelot, in an effort to take advantage of a provision in the

Internal Revenue Code, purchased life insurance on all of its full-time employees,

including Mr. Tillman. When Mr. Tillman subsequently died, Camelot received

approximately $340,000 in life insurance proceeds. Upon learning of the life

insurance policy and its subsequent pay out, Plaintiff, the personal representative

of Mr. Tillman’s estate, brought suit pursuant to Oklahoma Insurance Code,

which provides in substance that if anyone takes out a contract of insurance,

delivered or issued for delivery within the state, on a person in whom it does not

have an insurable interest, the insured or his representative may maintain a cause

of action to recover the proceeds. See Okla. Stat. Ann. tit. 36, §§ 3601, 3604(B)

(West 1999). Plaintiff also alleged an alternative theory of unjust enrichment.

The parties do not dispute the material facts; and, except as otherwise

noted, the facts set forth here are undisputed.

As a full-time employee, Mr. Tillman was extended a “complete benefits

-2-
package, including medical insurance, profit sharing/401(k) and life

insurance . . . .” Aplt. App., Vol. IV, at 831. On February 16, 1990, Camelot

purchased approximately 1,400 corporate-owned life insurance (“COLI”) policies

to insure the lives of all of its full-time 1 employees. The stated purpose of

purchasing the COLI policies was to ease its tax burden, which would then help

offset the cost of employee health benefits. Id. at 824-25. Although purchased to

insure the lives of its employees, Camelot actively concealed the existence of the

COLI policies from the insured employees. Aplt. App., Vol. I, at 190.

In 1996, four years after Mr. Tillman’s death and Camelot’s receipt of the

policy proceeds, Camelot filed for bankruptcy protection in the District of

Delaware. As part of the bankruptcy proceedings, Camelot was disallowed from

continuing its COLI-based interest deductions because the policies lacked

economic substance and portions of the program were shams-in-fact.

After the above-mentioned lawsuit was filed, Camelot moved the district

court to dismiss Plaintiff’s second amended complaint arguing that Plaintiff failed

to state a claim because the statute of limitations had run. The district court

converted the motion to dismiss to a summary judgment motion and denied that

motion. Camelot has not appealed that denial. Thereafter, Plaintiff filed a motion

Full-time employees, as determined by Camelot and the COLI policies, are
1

those who work more than twenty hours a week for the company.

-3-
for partial summary judgment averring that Camelot did not have an insurable

interest in Mr. Tillman’s life. Camelot filed a cross-motion for summary judgment

contending that judgment should be granted in its favor. Camelot articulated the

following arguments: (1) Georgia law, not Oklahoma law, applied to this case; (2)

Plaintiff’s claims were discharged by Camelot’s bankruptcy; (3) § 3604 of

Oklahoma’s insurance code did not apply to the case because the insurance policy

at issue was not issued for delivery or delivered in Oklahoma; (4) Camelot had an

insurable interest in Mr. Tillman; and (5) Camelot was not unjustly enriched.

The district court held that Oklahoma law applied to the instant dispute, the

insurance policy at issue was constructively delivered in Oklahoma, Camelot did

have an insurable interest in Mr. Tillman’s life, and Camelot was not unjustly

enriched when it received approximately $340,000 as a result of Mr. Tillman’s

death. Based on these holdings, the court denied Plaintiff’s motion for partial

summary judgment and granted Camelot’s motion for summary judgment.

We review de novo a district court’s grant of summary judgment. Timmons

v. White, 314 F.3d 1229, 1232 (10th Cir. 2003). In so doing, we apply the same

legal standard employed by the district court to determine whether there is a

genuine issue of material fact and whether either party is entitled to judgment as a

matter of law. Gossett v. Okla. ex rel. Bd. of Regents for Langston Univ., 245 F.3d

1172, 1175 (10th Cir. 2001).

-4-
 Delivery of the Policy

Title 36 of the Oklahoma Statutes (“Oklahoma Insurance Code”), which

governs insurance practices, states in relevant part: “This article shall not apply to

. . . (2) Policies or contracts not issued for delivery in Oklahoma nor delivered in

Oklahoma . . . .” Okla. Stat. tit. 36 § 3601. Unfortunately, the statute does not

separately define what it means to “deliver” or “issue” a policy. Additionally,

there are no reported Oklahoma cases specifically interpreting this statute.

The only context in which these terms are discussed is in cases dealing with

the validity of an insurance contract that is conditioned on the issuance or delivery

of the policy to the policyholder. The following summary of the law is helpful:

Contracts of insurance are frequently conditioned upon the execution,
issuance or delivery of the policy. These terms can have distinct
meanings but may also be used interchangeably. For example, the
term “issuance” has been employed to refer to the preparation and
signing of the policy, the delivery and acceptance of the policy, and to
the preparation, execution, and delivery of the instrument as a binding
obligation. A distinction between “issuance” and “delivery” is
sometimes recognized in construing a statute or determining when a
contract of insurance is in effect. “Delivery” is not essential to the
completion of a contract which becomes effective, according to its
terms, upon the “issuance” of the policy.

Lee R. Russ & Thomas F. Segalia, Couch on Insurance § 14:1 (3d ed. 1995).

Under Oklahoma law, actual physical delivery is not always required; it may be

constructive. Mid-Continent Life Ins. Co. v. Dees, 269 P.2d 322, 323 (Okla.

1954).

-5-
 The instant case is particularly difficult because the insurer never produced,

and Camelot never actually received, a physical copy of Tillman’s policy. Instead,

the insurer provided a form insurance contract to Camelot in Ohio and generated

the rest of the contracts electronically, which it then stored on disk. But, despite

the fact that the physical policy was never actually delivered to either Tillman or

Camelot in Oklahoma, we believe that the policy was constructively delivered.

Dees provides support for this contention. In Dees, the insured died just one

day after the issuance of the policy. 269 P.2d at 322. Although the first premium

had been paid and the contract executed, the company had not yet physically

delivered a copy of the policy to the insured. Instead, the insurance company

mailed a copy of the policy to the local insurance agent with instructions to send it

on to the insured, but the agent did not personally deliver the policy before the

insured’s death. Id. The insurance company refused to pay the death benefit on

the grounds that delivery of the policy was an express condition to its liability

under the contract. Id. at 323. Because all of the other steps involved in the

issuance of the policy had been completed, the Oklahoma Supreme Court treated

the insurer’s delivery of the policy to the local agent as constructive delivery to the

insured. Id.

In this case, the insurance contract does not specifically condition its

effectiveness on delivery to either Camelot or Mr. Tillman. However, there is one

-6-
important reference to delivery in the document. The policy states that

information regarding the method of calculating policy value and cost of insurance

“has been filed with the insurance official in the jurisdiction in which this policy

is delivered.” Aplt. App., Vol. IV, at 851, 853. Defendant concedes that it filed

the COLI policy with the Oklahoma Department of Insurance for approval. Id. at

1032. Analyzing this action in conjunction with the language in the contract, it is

clear that Camelot and its insurance company intended the policy to be delivered

in Oklahoma. Otherwise, there would have been no reason to file the policy with

the Oklahoma Department of Insurance.

Like the delivery of the policy to the agent in Dees, Camelot’s delivery of

the COLI policy to the Department of Insurance raises an inference of constructive

delivery. Furthermore, we note that interpreting the statute to require physical

delivery of the contract within state borders would allow all insurance companies

to skirt Oklahoma insurance regulations merely by electronically storing the

insurance contracts in another jurisdiction.

Insurable Interest

Having concluded that § 3601 was met, we turn to the question of whether

Camelot had an insurable interest in Mr. Tillman’s life, one of its rank-and-file

employees. Camelot’s purchase of life insurance to insure the lives of its

employees is not a novel idea. “Corporations have, for many years, purchased life

-7-
insurance on the lives of their most valuable employees in order to protect the

corporation against economic losses which would occur as a result of the untimely

death of such an employee.” American Elec. Power, Inc. v. United States, 136 F.

Supp. 2d 762, 768 (S.D. Ohio 2001); see also In re CM Holdings, Inc., 254 B.R.

578, 586 (D. Del. 2000). This form of insurance was referred to as key-employee

insurance. American Elec., 136 F. Supp. 2d at 768; In re CM Holdings, 254 B.R.

at 586; see also Lee R. Russ & Thomas F. Segalla, Couch on Insurance § 8:4 (3d

ed. 1995) (“Employers are rather commonly prohibited from being beneficiaries of

employees other than those of a specific rank or importance . . . .”). It is widely

accepted that corporations have an insurable interest in these key employees; 2

however, corporations like Camelot decided to broaden the scope of COLIs to

include all of its full-time employees. American Elec., 136 F. Supp. 2d at 768.

Oklahoma law requires the beneficiary of a life insurance policy to have an

insurable interest in the life of the insured in order to be entitled to the proceeds of

the policy. Okla. Stat. Ann. tit. 36, § 3604(A). This is known as Oklahoma’s

insurable interest doctrine. The insurable interest doctrine began as a common-law

principle in Oklahoma requiring an insurance beneficiary to have “an interest of

Examples of key employees include presidents, officers, principal
2

stockholders (if important to the success of the business), directors, large
stockholders who also serve as directors, managing vice presidents, secretaries
and general managers, treasurers, and branch managers. Lee R. Russ & Thomas
F. Segalla, Couch on Insurance § 43:15 (3d ed. 1995) (collecting cases).

-8-
some sort” in the life of the insured. Mutual Aid Union v. Stephens, 223 P. 648,

649 (1924). In Stephens, the Oklahoma Supreme Court held that plaintiff had an

insurable interest in the life of his mother-in-law 3 because “each had reason to rely

upon the other in time of need.” Id. at 650. In reaching this holding, the court

noted that the mother-in-law “took charge of the plaintiff’s home, and looked after

the welfare of the plaintiff’s children [after the children’s mother died] up to the

time of the [mother-in-law’s] death.” Id.

The Oklahoma legislature subsequently codified the insurable interest

doctrine. Oklahoma’s Insurance Code now defines the requisite interest an insurer

must have in an insured as “a lawful and substantial economic interest in having

the life, health, or bodily safety of the individual insured continue, as

distinguished from an interest which would arise only by, or would be enhanced in

value by, the death, disablement or injury of the individual insured.” Okla. Stat.

Ann. tit. 36, § 3604(C)(2). Since the codification of the insurable interest

doctrine, the Oklahoma Supreme Court decided Hulme v. Springfield Life

Insurance Co., 565 P.2d 666 (1977). In Hulme, plaintiff was the beneficiary of a

life insurance policy of his business associate. Hulme, 565 P.2d at 667. The court

held that plaintiff had an insurable interest in his business associate’s life because

of the close business (economic) association between the two men, which involved

3
In an interesting twist, Plaintiff’s mother-in-law was also his stepmother.

-9-
extensive sharing of business assets. Id. at 667, 670. In each case, both parties

substantially depended on each other.

In this case, Plaintiff contends that the district court’s application of § 3604

(C)(2) was erroneous because it did not employ a balancing test comparing the

amount of money (financial benefit) “Camelot would have received had [Mr.

Tillman’s] life continued” against the amount of the insurance proceeds “Camelot

received when he died.” Aplt. Br. at 12. According to Plaintiff, if the latter is

more than the former, there is no insurable interest, and vice versa. A careful

reading of the statute indicates that it does not require such a weighing.

In support of her balancing-of-monetary-values approach, Plaintiff relies on

the phrase “distinguished from.” In construing this phrase, we are required to give

it its ordinary meaning. See Biodiversity Legal Found. v. Babbitt, 146 F.3d 1249,

1254 (10th Cir. 1998). “Distinguish” means to “recognize a difference in.”

Webster’s Third New International Dictionary 659 (1986). It does not mean to

compare with. Therefore, we construe the meaning of the phrase “distinguished

from” in § 3604(C)(2) to be a means of clarification – not as an instruction to

weigh the respective monetary values of people alive versus dead. Hence,

properly read, § 3604(C)(2) requires a determination of whether a party procuring

insurance on another has “a lawful and substantial economic interest in having the

life, health, or bodily safety of the individual insured continue,” not “an interest

-10-
which would arise only by, or would be enhanced in value by, the death,

disablement or injury of the individual insured.” Okla. Stat. Ann. tit. 36, §

3604(C)(2).

The district court, in holding that Camelot had an insurable interest in

Mr. Tillman’s life, reasoned that

[i]t cannot be legitimately denied that Camelot, like all employers,
spent valuable resources recruiting, screening, training, and retaining
its employees in an effort to generate profits. . . . [It] is simply
implausible that a COLI policy, designed for tax benefits, would give
any employer an incentive to wager on the lives of its employees, or
even former employees.

Aplt. App., Vol. IV, at 1034-35. We agree that employers expend resources,

which are undoubtedly valuable to the company, in an effort to recruit and

presumably retain employees. However, absent evidence of considerable

expenditures in relation to the company’s overall budget or other relevant evidence

establishing the substantial nature of the expenditure, human resources’ monies

spent to attract and keep employees is a general cost of doing business and is not

sufficient alone to support a finding of a substantial interest in a specific

employee’s continued life. See Mayo v. Hartford Life Ins. Co., 354 F.3d 400, 407

(5th Cir. 2004) (holding that the employer did not have an insurable interest in an

employee because costs associated with “productivity losses, hiring and training a

replacement, and payment of death benefits” are attributable to all employees and

are not sufficient to demonstrate the employee’s special importance to the

-11-
company); Turner v. Davidson, 4 S.E.2d 814, 817 (Ga. 1939) (explaining that “a

substantial economic interest in the life of [an] employee . . . is [where an

employer] might be reasonably expected to reap a substantial pecuniary benefit

through the continued life of such employee”). This view is consistent with

Oklahoma Supreme Court case law. See Stephens, 223 P. at 650 (recognizing an

insurable interest because the plaintiff and the insured “each had reason to rely

upon the other in time of need”); Hulme, 565 P.2d at 667, 670 (finding an

insurable interest because of the significant mutual reliance the plaintiff and the

insured enjoyed in connection with their business association).

Camelot has failed to present the additional evidence required to establish

Mr. Tillman’s special importance to the company. The sole evidence Camelot

presented to support the district court’s conclusion that Camelot had an insurable

interest in Mr. Tillman’s life is that Camelot provided its full-time employees,

including Mr. Tillman, with “a complete benefits package, including medical

insurance, profit sharing/401(k) and life insurance . . . .” Aplt. App., Vol. IV, at

831. However, these are compensation benefits like wages, not start-up or other

costs, which one would expect to amortize over the period of the employee’s

continued service. Like routine start-up costs, these are costs associated with

Camelot’s general employees, not just with those who add significant pecuniary

benefit to the company. We conclude that the Oklahoma courts would hold, as a

-12-
matter of law, that Camelot has failed to present sufficient evidence that it had a

lawful and substantial economic interest in Mr. Tillman’s continued life.

Accordingly, Camelot did not have an insurable interest in Mr. Tillman’s life.

Discharge of Plaintiff’s Claims by the Bankruptcy Court

As an alternative argument, Camelot asserts that, even if we hold that

Plaintiff has a right to recover the policy’s proceeds under Oklahoma law,

Plaintiff’s lawsuit nonetheless fails because Plaintiff’s claims were discharged

during Camelot’s bankruptcy proceeding. Although fully briefed, the district court

did not rule on this issue because it was not necessary to its disposition. Aplt.

Appx., Vol. IV, at 1035, n.11. As a general rule, we do not address issues not

ruled on by the district court. Burnette v. Dresser Indus., Inc., 849 F.2d 1277,

1282 (10th Cir. 1988). However, because the issue was fully briefed to the district

court (as well as to this court) and the resolution of the issue involves a pure

question of law, we exercise our discretion to resolve the issue of discharge. See

Colorado Interstate Corp. v. CIT Group/Equip. Fin., 993 F.2d 743, 751 (10th Cir.

1993) (deciding an issue raised for the first time on appeal because the issue was

considered by the district court, fully briefed to the appellate court, and involved

questions of law). 4

4
We note that Camelot did not appeal the somewhat-related statute of
limitations issue. The district court held that the statute of limitations was tolled
(continued...)

-13-
 On August 9, 1996, Camelot filed for bankruptcy protection in Delaware.

Aplt. App., Vol. IV, at 789. As part of the bankruptcy proceedings, the

bankruptcy court issued a bar order on December 6, 1996, requiring that all

potential claimants file proof of their claim 5 prior to January 30, 1997, or be

barred from proceeding on that claim. Id. at 911. Camelot gave notice of the bar

date to all unknown creditors through publication in The Wall Street Journal. Id.

at 915, 918. Camelot’s bankruptcy was subsequently confirmed, discharging all

then-existing claims. 6 In re CM Holdings, Inc., 264 B.R. 141, 144 (D. Del. 2000).

Camelot argues that its notice by publication was sufficient to satisfy the

requirements of due process because Plaintiff was an unknown creditor. “An

(...continued)
4

because of Camelot’s active concealment of “the existence of its COLI policies
from its employees and their families.” Aplt. App., Vol. IV, at 1022-24.

The Bankruptcy Code defines “claim” as a “right to payment, whether or
5

not such right is reduced to judgment, liquidated, unliquidated fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured . . . .” 11 U.S.C. § 101(5)(A).

Plaintiff argues that, pursuant to Oklahoma state law, her claim did not
6

accrue until after the bankruptcy court’s discharge order. Aplt. Reply Br. at 24.
However, Plaintiff’s assertion is contradicted by an explicit district court ruling
which Plaintiff did not appeal. Indeed, the district court found that Plaintiff’s
claim for violation of Oklahoma’s insurable interest statute accrued the day
Camelot bought the policy and that Plaintiff’s unjust enrichment claim accrued
the day Camelot received the policy benefits. Aplt. App., Vol. IV, at 1022.
Plaintiff did not appeal this adverse ruling, and we will therefore not address it.
See Snell v. Tunnell, 920 F.2d 673, 676 (10th Cir. 1990) (explaining that this
court will not decide issues not appealed).

-14-
‘unknown’ creditor is one whose ‘interests are either conjectural or future or,

although they could be discovered upon investigation, do not in due course of

business come to the knowledge [of the debtor].’” In re U.S.H. Corp. of New York,

223 B.R. 654, 659 (S.D.N.Y. 1998) (quoting Mullane v. Central Hanover Bank &

Trust Co., 339 U.S. 306, 317 (1950)). If a creditor is unknown, notice by

publication is oftentimes sufficient to satisfy due process: “When a creditor is

unknown to the debtor, publication notice of the claims bar date may satisfy the

requirements of due process.” Id. at 658 (emphasis added) (citing Mullane, 339

U.S. at 317-18). This permissive, non-mandatory language leaves room for

deciding cases like this one in favor of the unknown creditor.

Assuming, arguendo, that Plaintiff is an unknown creditor, 7 Camelot’s

publication was nonetheless insufficient to satisfy the requirements of due process.

The facts of this case demonstrate the prudence of not having the rule regarding

publication always satisfy due process requirements. See id. As the district court

found, “Camelot took precautions to prevent Camelot employees and their families

from discovering the policies because the company did not want the employees or

their families claiming some entitlement to the benefits.” Aplt. App., Vol. IV, at

Plaintiff vigorously argues that she is a known creditor of Camelot.
7

However, because that distinction would not change the outcome of this case, we
will consider Plaintiff an unknown creditor. Griffin v. Davies, 929 F.2d 550, 554
(10th Cir. 1991) (explaining that this court “will not undertake to decide issues
that do not affect the outcome of a dispute.”).

-15-
1023. The testimony of Camelot’s former Chief Financial Officer and Vice

President of Finance, Jack Rogers, supports that finding:

Q: Now, Mr. Rogers, Camelot took precautions to prevent the
employees from learning of the fact that Camelot had taken
insurance on their lives; isn’t that correct?
A: That’s correct. Yes.
Q: In fact, they even went to the step of making sure that what
death benefit proceeds came in did not go into the general
account of Camelot; correct?
A: Yes, that’s true, because once you let a few people know, a few
people are going to tell a few more people and you might as
well tell the entire company. If you make the decision to keep
this information limited to a small group, you have to work
hard to keep it maintained to a small group.

Aplt. App., Vol. I, at 190. Because Camelot actively concealed the existence of

the policies from all potential plaintiffs, publication by notice did not discharge

Plaintiff’s claim. When a party conceals the necessary facts upon which a claim is

to be made, that party cannot benefit from publication by notice. Due process does

not allow a debtor who has actively concealed facts necessary to the presentation

of certain claims to notify by publication those persons adversely affected by the

active concealment. See c.f., Pennsylvania v. Finley, 481 U.S. 551, 557 (1987)

(The Due Process Clause mandates fundamental fairness.); Daniels v. Williams,

474 U.S. 327, 331 (1986) (“[T]he Due Process Clause promotes fairness . . . .”). 8

We are further persuaded of this view by the fact that the Bankruptcy Code
8

forbids discharge of debts incurred by fraud. 11 U.S.C. § 523(a)(2)(A). While
not directly applicable because this case deals with concealment, not fraud, it
(continued...)

-16-
We hold that Plaintiff’s claims are not barred by bankruptcy discharge.

Unjust Enrichment

Plaintiff’s alternative claim in her complaint is that Camelot was unjustly

enriched when it received the proceeds of the COLI policy after Mr. Tillman died.

The district court granted Camelot summary judgment and dismissed this claim.

Aplt. Appx., Vol. IV, at 1035. Plaintiff appeals this decision.

“A right of recovery under the doctrine of unjust enrichment is essentially

equitable, its basis being that in a given situation it is contrary to equity and good

conscience for one to retain a benefit which has come to him at the expense of

another.” Lapkin v. Garland Bloodworth, Inc., 23 P.3d 958, 961 (Okla. Ct. App.

2000). In this case, there is no evidence of an advantage enuring to Camelot’s

benefit at Mr. Tillman’s expense. Camelot paid all of the premiums for the COLI

policy on Mr. Tillman’s life. In so doing, Mr. Tillman was not prevented from

obtaining life insurance himself.

In addition, “before a party may recover unjust enrichment, there must be

enrichment to another coupled with a resulting injustice.” Teel v. Public Serv. Co.

of Okla., 767 P.2d 391, 398 (Okla. 1985) (superceded by statute on other grounds).

It is true that Camelot obtained approximately $340,000 when Mr. Tillman died;

(...continued)
8

nonetheless provides analogous support for our conclusion.

-17-
however, that enrichment did not result in an injustice to Mr. Tillman. The

injustice for which Plaintiff complains is that Camelot violated the law in

obtaining insurance on Mr. Tillman’s life. Oklahoma law provides that courts are

not to invoke their equitable jurisdiction when an adequate legal remedy is

available. Hydro Turf, Inc. v. International Fidelity Ins. Co., 91 P.3d 667, 673

(Okla. Ct. App. 2004) (“Because an adequate remedy at law is available to [the

plaintiff] through its negligence claim, it was not necessary for the trial court to

invoke its equitable jurisdiction on the unjust enrichment issue.”). As explained

more fully above, Plaintiff has an adequate legal remedy under § 3604 of

Oklahoma’s insurance code. 9 We hold that the district court properly dismissed

Plaintiff’s claim for unjust enrichment.

For the above reasons, we AFFIRM the district court’s rulings on

constructive delivery and on Plaintiff’s unjust enrichment claim, REVERSE the

district court’s ruling on insurable interest, and REMAND for proceedings

consistent with this opinion.

9
Plaintiff not only claims violation of statute as a basis for the unjust
enrichment claim, but also claims Camelot improperly used confidential
information to obtain the COLI policy. Aplt. Br. at 22. Had Plaintiff properly
pled invasion of privacy as one of the bases for the unjust enrichment claim,
Plaintiff may have had another adequate remedy at law. McCormack v. Oklahoma
Pub. Co., 613 P.2d 737, 740 (Okla. 1980).

-18-