Corinth Pellets, LLC v. Arch Specialty Insurance Co.

MAINE SUPREME JUDICIAL COURT Reporter of Decisions
Decision: 2021 ME 10
Docket: BCD-20-142
Argued: December 9, 2020
Decided: February 23, 2021

Panel: MEAD, GORMAN, JABAR, HUMPHREY, and HORTON, JJ.

CORINTH PELLETS, LLC

v.

ARCH SPECIALTY INSURANCE CO. et al.

HORTON, J.

[¶1] Corinth Pellets, LLC (Corinth), appeals from the entry of a partial

final judgment, see M.R. Civ. P. 54(b)(1), in the Business and Consumer Docket

(Duddy, J.) dismissing its complaint alleging that a catastrophic fire loss at

Corinth’s wood pellet mill is covered under a commercial property insurance

policy issued by Arch Specialty Insurance Company (Arch). Also parties to this

appeal are Varney Agency (Varney), named in Corinth’s complaint as a

defendant, and intervenors Maine Superintendent of Insurance and the Maine

Attorney General (collectively, the State). Varney joins Corinth and the State in

appealing the dismissal of Corinth’s complaint and appeals also from the court’s

dismissal of Varney’s cross-claim for common law indemnification against

Arch.
2

[¶2] Arch maintains that the fire loss is not covered because it occurred

after the policy term had expired. Corinth contends that the fire loss is covered

because Arch failed to notify Corinth of its intention not to renew the policy as

required by Maine’s surplus lines insurance law, 24-A M.R.S. § 2009-A (2020),

and the policy was therefore automatically renewed at the end of the stated

term. Arch counters that the statute does not require an insurer to give notice

of its intent not to renew unless the insurer also intends to cancel the policy

before it expires. Arch argues in the alternative that Corinth’s interpretation

would leave the statute unconstitutionally vague.

[¶3] Agreeing with Arch’s interpretation of the statute, the court

dismissed Corinth’s complaint for failure to state a claim on which relief could

be granted pursuant to M.R. Civ. P. 12(b)(6) and did not address Arch’s

constitutional argument. We vacate the court’s judgment and remand for

further proceedings.

I. BACKGROUND

[¶4] We draw the following facts from Corinth’s second amended

complaint, viewed in the light most favorable to Corinth. Doe v. Bd. of

Osteopathic Licensure, 2020 ME 134, ¶ 3, 242 A.3d 182.
 3

[¶5] Corinth owned and operated a wood pellet mill in Corinth, Maine.

For some years Corinth retained Varney as its insurance agent to advise Corinth

on insurance issues and procure insurance on Corinth’s behalf. Arch issued to

Corinth a surplus lines insurance policy1 that covered “property loss, business

interruption and extra expenses suffered from a loss event” at the mill. Arch’s

policy had an initial term of January 13, 2017, to January 13, 2018, and was

subsequently extended for three consecutive three-month terms, to

September 18, 2018.

[¶6] In early September 2018, a Varney agent alerted Corinth that Arch

would not renew the policy following its termination on September 18. The

agent assured Corinth that he was in the process of finding a new insurance

provider and that there was “[n]o need” for Corinth “to do anything on [its]

end.”

[¶7] On September 17, 2018, the Varney agent notified Corinth that he

could not provide a “firm quote” from any insurer. Varney did not obtain

substitute property insurance coverage for Corinth before September 19, 2018.

Though Corinth knew by September 17, 2018, that Arch did not intend to renew

1 Though not defined in the statute, “surplus lines insurance” is generally understood to mean
“[i]nsurance with an insurer that is not licensed to transact business within the state where the risk
is located.” Surplus-Lines Insurance, Black’s Law Dictionary (10th ed. 2014).
4

the policy, at no point did Arch given written notice of its intent to Corinth or

Varney.

[¶8] On September 19, 2018, the day after the Arch policy’s final

expiration date, Corinth’s wood pellet mill sustained a catastrophic fire that

caused about $15 million in damage. The fire met the definition of a “covered

loss event” under the Arch policy. Corinth provided Arch with “timely notice”

of the fire as required by the policy, but Arch declined to participate in the

investigation into its cause and origin. Arch eventually denied coverage on the

ground that, by the terms of the policy, coverage terminated on September 18.

[¶9] That November, Corinth sent a letter to Arch claiming that the loss

was covered because under Maine law Arch’s failure to communicate its

decision not to renew the policy in writing meant that the policy automatically

renewed. Arch maintained its denial of coverage. Corinth requested proof that

Arch provided notice of its intent not to renew the policy. In December, Arch

responded that it had communicated its intent only to a company called Quaker

Special Risk. However, Corinth did not know about this communication before

Arch’s December response and was not even aware of Quaker’s existence until

October 2018, when Corinth received a letter from Arch’s adjuster mentioning

the company.
 5

[¶10] On May 10, 2019, Corinth filed in the Penobscot County Superior

Court a complaint that included six counts against Varney and two counts

against Arch.2 Varney’s answer asserted its affirmative defenses to Corinth’s

allegations and brought a cross-claim against Arch. Arch moved to dismiss both

claims. On Corinth’s application, the case was transferred to the Business and

Consumer Docket in August 2019. Later that month, the court (Duddy, J.)

granted separate motions to intervene filed by the Maine Attorney General and

the Superintendent of Insurance. Both State parties opposed Arch’s motions to

dismiss.

[¶11] In orders dated January 23, 2020, the court granted Arch’s motions

to dismiss pursuant to M.R. Civ. P. 12(b)(6) Corinth’s complaint and Varney’s

cross-claim. Varney timely filed a motion to reconsider, which the court denied.

In the interim, Arch moved for entry of a final judgment. On April 27, 2020, the

court granted the motion and entered partial final judgment pursuant to M.R.

Civ. P. 54(b)(1) for Arch as to Corinth’s claims against Arch and Varney’s

cross-claim only. Corinth’s claims against Varney remain pending. Corinth,

2 Count I alleged that Arch violated the notice requirement of 24-A M.R.S. § 2009-A (2020) and
requested a declaratory judgment to that effect. Count II alleged breach of contract against Arch for
failing to provide coverage and requested monetary damages and attorney fees.
6

Varney, and the State timely appealed the partial final judgment. See 14 M.R.S.

§ 1851 (2020); M.R. App. P. 2B(c)(1).

II. DISCUSSION

A. Final Judgment

[¶12] A threshold question is whether this appeal is appropriately before

us given that it is not taken from a final judgment that disposes of all claims

against all parties. See Kittery Point Partners, LLC v. Bayview Loan Servicing, LLC,

2018 ME 35, ¶ 6, 180 A.3d 1091 (“Absent an exception to the final judgment

rule, a trial court’s decision is not appealable unless it resolves all claims against

all parties.”). Rule 54(b) of the Maine Rules of Civil Procedure creates a limited

exception to the “strong policy against piecemeal review of litigation.” Guidi v.

Town of Turner, 2004 ME 42, ¶ 9, 845 A.2d 1189. “In limited instances, when

the resolution of one part of an action may be dispositive of the remaining

unresolved components of the action, the parties may seek appellate review of

one component alone by obtaining a certification of final judgment pursuant to

M.R. Civ. P. 54(b)(1).” Musson v. Godley, 1999 ME 193, ¶ 7, 742 A.2d 479. “In its

certification, the trial court must make specific findings and a reasoned

statement explaining the basis for its certification under M.R. Civ. P. 54(b)(1).”

Guidi, 2004 ME 42, ¶ 9, 845 A.2d 1189 (citing Bates v. Eckhardt Telecomms., Inc.,
 7

2002 ME 69, ¶¶ 5-7, 794 A.2d 648; Citicorp Mortg., Inc. v. Keneborus,

641 A.2d 188, 190 (Me. 1994); Key Bank of Me. v. Park Entrance Motel,

640 A.2d 211, 212 (Me. 1994)). In the absence of those specific findings and

statement, we will not review a partial final judgment entered pursuant to M.R.

Civ. P. 54(b). See Kittery Point Partners, 2018 ME 35, ¶ 8, 180 A.3d 1091. We

review the trial court’s grant of Rule 54(b)(1) certification for abuse of

discretion. Guidi, 2004 ME 42, ¶ 10, 845 A.2d 1189.

[¶13] In determining whether to enter partial final judgment pursuant

to Rule 54(b)(1), the trial court must address certain factors, and we consider

the same factors in deciding whether to review the judgment.3 See McClare v.

Rocha, 2014 ME 4, ¶ 8, 86 A.3d 22.

3 “When deciding whether the trial court correctly certified a partial final judgment, we
consider the following factors:

• The relationship of the adjudicated and unadjudicated claims;

• The possibility that the need for review may be mooted by future developments
in the trial court;

• The chance that the same issues will be presented to us more than once;

• The extent to which an immediate appeal might expedite or delay the trial
court’s work;

• The nature of the legal questions presented as close or clear;

• The economic effects of both the appeal and any delays on all of the parties,
including the parties to the appeal and other parties awaiting adjudication of
unresolved claims; and
8

[¶14] Here, the court made specific findings and issued a concise and

thoughtful statement of its reasoning that supports its Rule 54(b)(1)

certification. In particular, interlocutory appellate review of Corinth’s claims

and Varney’s cross-claim against Arch entails a single narrow and purely legal

question of statutory interpretation, and the resolution of that question may

substantially, if not completely, resolve the claims that were not adjudicated in

the order of dismissal. Accordingly, we discern no abuse of discretion and

proceed to the merits of the issue raised. See id.

B. The Notification Requirement of 24-A M.R.S. § 2009-A

[¶15] This appeal presents the question of whether 24-A M.R.S. § 2009-A

requires a provider of surplus lines insurance that intends not to renew a policy

to notify the insured, prior to the end of its policy term, of its intention not to

renew. The statutory notice requirement states:

Cancellation and nonrenewal by an insurer of surplus lines
coverage subject to this chapter shall not be effective unless
received by the named insured at least 14 days prior to the effective
date of cancellation or, when the cancellation is for nonpayment of
premium, at least 10 days prior to the effective date of cancellation.

24-A M.R.S. § 2009-A.

• Miscellaneous factors such as solvency considerations, the res judicata or
collateral estoppel effect of a final judgment and the like.”

McClare v. Rocha, 2014 ME 4, ¶ 8 n.1, 86 A.3d 22.
 9

[¶16] The trial court construed the statute to require such prior notice

only in the case of “cancellation and nonrenewal” (emphasis added), i.e., when

an insurer cancels a policy before the expiration of its stated term and also does

not renew that same policy. All parties acknowledge that Arch did not cancel

the policy. Because Arch did not cancel the policy, the court reasoned that no

violation of section 2009-A occurred and dismissed the complaint. “We review

the grant of a motion to dismiss de novo . . . .” MSAD 6 Bd. of Dirs. v. Town of Frye

Island, 2020 ME 45, ¶ 36, 229 A.3d 514 (quotation marks omitted).

[¶17] Corinth, Varney, and the State argue that an insurance policy

cannot be both cancelled and not renewed. They contend that the statutory

interpretation proposed by Arch and adopted by the court produces an absurd

result that either nullifies the statute’s notice requirement entirely or renders

the statutory reference to “nonrenewal” mere surplusage. See Dickau v. Vt. Mut.

Ins. Co., 2014 ME 158, ¶ 22, 107 A.3d 621 (“We reject [statutory] interpretations

that render some language mere surplusage.”). Corinth, Varney, and the State,

citing 1 M.R.S. § 71(2) (2020) (“The words ‘and’ and ‘or’ are convertible as the

sense of a statute may require.”), proffer that the phrase “cancellation and

nonrenewal” should be read as “cancellation or nonrenewal” (emphasis added)

when the plain language is viewed in the context of the Maine Insurance Code.
10

They also argue that, should we determine that the statute is ambiguous, their

interpretation follows the Legislature’s intent, as demonstrated by the

legislative history.

[¶18] Arch counters that the plain language of the statute provides that

the notice requirement is triggered only when an insurer cancels and also does

not renew a policy. Arch also argues that interpreting the statute in the manner

advanced by Corinth, Varney, and the State would render it unconstitutionally

vague. We disagree with Arch’s first argument, conclude that the statute is

ambiguous, decide that the ambiguity can be resolved by recourse to legislative

history, and interpret the statute to require written notice before nonrenewal

of a surplus lines insurance policy. We therefore vacate the order of dismissal

and remand for further proceedings, including consideration of Arch’s

constitutional argument.4

1. Meaning of “Cancellation” and “Nonrenewal”

[¶19] “We review questions of statutory interpretation de novo, looking

first to the plain meaning in order to discern legislative intent, viewing the

relevant provisions in the context of the entire statutory scheme to generate a

For the reasons set forth below, we do not reach Arch’s constitutional arguments on this appeal.
4

See infra ¶¶ 38-39.
 11

harmonious result.” State v. Treadway, 2020 ME 127, ¶ 17, --- A.3d ---

(alterations omitted) (quotation marks omitted). “In interpreting a statute, our

single goal is to give effect to the Legislature’s intent in enacting the statute.”

Dickau, 2014 ME 158, ¶ 19, 107 A.3d 621.

[¶20] In its entirety, section 2009-A reads:

1. Notice. Cancellation and nonrenewal by an insurer of
surplus lines coverage subject to this chapter shall not be effective
unless received by the named insured at least 14 days prior to the
effective date of cancellation or, when the cancellation is for
nonpayment of premium, at least 10 days prior to the effective date
of cancellation. A postal service certificate of mailing to the named
insured at the insured’s last known address shall be conclusive
proof of receipt on the 5th calendar day after mailing.

2. Exemption. Cancellation and nonrenewal by an insurer
of surplus lines coverage subject to this chapter shall not be subject
to sections 2908 [cancellation and nonrenewal of casualty
insurance policies] and 3007 [cancellation and nonrenewal of
property insurance policies].

24-A M.R.S. § 2009-A.

[¶21] We begin with the statutory terms to determine whether they are

ambiguous. Dickau, 2014 ME 158, ¶ 19, 107 A.3d 621. A term is ambiguous

only if it is “susceptible to different meanings.” Mainetoday Media, Inc. v. State,

2013 ME 100, ¶ 6, 82 A.3d 104. “A plain language interpretation should not be

confused with a literal interpretation, however.” Dickau, 2014 ME 158, ¶ 20,

107 A.3d 621. We will not close our inquiry if a literal interpretation of the
12

statute’s language would lead to “illogical or absurd” results. Wawenock, LLC v.

Dep’t of Transp., 2018 ME 83, ¶ 7, 187 A.3d 609 (quotation marks omitted). We

will instead expand the scope of the inquiry to the “context of the whole

statutory scheme” to divine the Legislature’s intent. State v. Mourino,

2014 ME 131, ¶ 8, 104 A.3d 893.

[¶22] Neither “cancellation” nor “nonrenewal” is defined in Maine’s

surplus lines insurance law. See 24-A M.R.S. §§ 2001-2020 (2020). However,

both are defined in other sections of the Maine Insurance Code, and they are

mutually exclusive events. “‘Cancellation’ means termination of a policy at a

date other than its expiration date,” 24-A M.R.S. §§ 2908(1)(A), 3007(1)(A)

(2020), whereas “‘nonrenewal’ means termination of a policy at its expiration

date,” 24-A M.R.S. §§ 2908(1)(D), 3007(1)(D) (2020). Arch contends that these

definitions do not apply to surplus lines policies because section 2009-A

provides that “[c]ancellation and nonrenewal of surplus lines coverage . . . shall

not be subject to sections 2908 and 3007.” 24-A M.R.S. § 2009-A(2). We

disagree. The legislative history discussed below contradicts Arch’s view, see

infra ¶¶ 31-35, and other provisions of the Maine Insurance Code and the

accepted definitional standards of insurance law confirm that “cancellation”
 13

and “nonrenewal” are mutually exclusive events. See, e.g., 2 Couch on Insurance

§ 30.1 (3d ed. 2005); 3 Appleman on Insurance § 16.5 (2d ed. 1998).

[¶23] Insurance law is a specialized area of law, and these terms have

specific definitions within that area. See, e.g., 2 Couch on Insurance § 30.1

(3d ed. 2005) (“The right to cancel is the right to terminate a policy prior to its

expiration, as distinguished from a policy’s lapse, or expiration by its own

terms.”); 3 Appleman on Insurance § 16.5 (2d ed. 1998) (“Unless . . . the policy

is terminated by action of the parties, it will usually continue in force for the

term for which it was written.”); cf. 24-A M.R.S. § 2421 (2020) (clarifying that

renewal occurs when a policy has expired by its own terms).

[¶24] Industry definitions confirm the categorical distinction between

cancelling a policy and not renewing a policy. Cf. 2 Couch on Insurance § 29:3

(3d ed. 2005) (“Nonrenewal situations are subject to neither statutory

requirements governing the cancellation of existing policies, nor statutory

limitations on the right to cancel.”); 3 Appleman on Insurance § 16.5 n.7

(2d ed. 1998) (“Cancellation vs lapse: Cancellation of an insurance policy

means the termination of the policy prior to the expiration of the policy period

by act of one or all of the parties, while termination of a policy means expiration

of a policy by lapse of the policy period.” (emphasis added)).
14

[¶25] These specialized definitions are instructive in considering

section 2009-A’s language in light of the overall purpose and structure of the

Maine Insurance Code. See Dickau, 2014 ME 158, ¶ 21, 107 A.3d 621. Although

it does not contain a specific definition of the word “renewal,” the Maine

Insurance Code explains that “[a]ny policy terminating by its terms at a

specified expiration date . . . may be renewed or extended at the option of the

insurer . . . without requiring issuance of a new policy.” 24-A M.R.S. § 2421.

[¶26] It therefore follows that it is impossible for an insurer both to

cancel a policy before its specified termination date and to renew the same

policy upon its specified termination date. Any policy issued by an insurer after

cancellation would be a new policy, not a renewal of the cancelled policy.

Because an insurer can never simultaneously cancel and “nonrenew” a policy,

construing section 2009-A to require notice only when an insurer intends to do

both would effectively write the notice requirement entirely out of the statute,

producing the kind of “illogical or absurd” result that we seek to avoid. See

Urrutia v. Interstate Brands Int’l, 2018 ME 24, ¶ 12, 179 A.3d 312; Dickau,

2014 ME 158, ¶ 21, 107 A.3d 621 (“[W]e must interpret the plain language by

taking into account the subject matter and purposes of the statute, and the

consequences of a particular interpretation.”).
 15

[¶27] Another factor that militates against Arch’s interpretation of

section 2009-A is that it is a policyholder protection statute. See Me. Bonding &

Cas. Co. v. Knowlton, 598 A.2d 749, 750 (Me. 1991). A notice of cancellation or

nonrenewal enables a policyholder to act to avoid any lapses in insurance

coverage. We construe these types of consumer protections laws “liberally in

favor of insureds and strictly against insurers.” Beal v. Allstate Ins. Co.,

2010 ME 20, ¶ 34, 989 A.2d 733.

[¶28] We conclude that, when the specialized insurance terms used in

section 2009-A are considered in the context of the Maine Insurance Code, the

meaning of the section is clear—it requires insurers to give prior notice of their

intent either to cancel a policy or not to renew a policy. See 1 M.R.S. § 71(2).

We acknowledge, however, that the statute does not clearly specify a deadline

by which notice of nonrenewal is to be given. It requires that notice of

“[c]ancellation and nonrenewal” be provided by the insurer “at least 14 days

prior to the effective date of cancellation or, when the cancellation is for

nonpayment of premium, at least 10 days prior to the effective date of

cancellation.” 24-A M.R.S. § 2009-A (emphasis added).

[¶29] The initial reference to the two different means of terminating

policy coverage—cancellation and nonrenewal—indicates that the notice
16

requirement applies to both, but the references to “effective date of

cancellation” without mention of nonrenewal indicate otherwise. The

inconsistency renders the statute ambiguous. See Dickau, 2014 ME 158, ¶ 19,

107 A.3d 621.

[¶30] A statute is ambiguous if it can reasonably be interpreted in more

than one way without departing from the language of the statute. See Me. Ass’n

of Health Plans v. Superintendent of Ins., 2007 ME 69, ¶ 35, 923 A.2d 918. In this

instance, section 2009-A can be interpreted to require both notice of

cancellation and notice of nonrenewal to be given fourteen days before their

effective dates, but it can also be interpreted to set the deadline for notice of

cancellation at fourteen days before its effective date but not to specify a

deadline for notice of nonrenewal. The ambiguity calls for us to look behind the

face of the statute to divine the Legislature’s intent. See Davis v. McGuire,

2018 ME 72, ¶ 17, 186 A.3d 837.

2. Legislative History

[¶31] If a statute’s language, structure, and purpose do not yield a

definitive interpretation, we incorporate other indicia of legislative intent, most

notably the legislative history, into the analysis. See State Farm Mut. Auto. Ins.

Co. v. Koshy, 2010 ME 44, ¶ 34, 995 A.2d 651. Our evaluation of the legislative
 17

history—as a vehicle for determining the Legislature’s intent—is conducted as

a matter of law. See Wawenock, 2018 ME 83, ¶ 13, 187 A.3d 609.

[¶32] “Legislative history” is a broad term that encompasses the entire

history of a statute, from proposal through enactment and amendment. See id.

¶ 15. It includes “the history of relevant codifications, amendments, and

repeals; the legislative committee file[;] . . . reports and recommendations from

legislative task forces, committees, and working groups; [and] narrative

summaries and statements of fact accompanying proposed legislation and

committee amendments.” Id. (alterations omitted) (citations omitted)

(quotation marks omitted).

[¶33] Section 2009-A as originally drafted read:

Cancellation and nonrenewal by an insurer of surplus lines
coverage subject to this chapter shall be subject to sections 2908
and 3007. No surplus lines policy issued in this State may provide
for the cancellation or nonrenewal of coverage in a manner or for a
reason inconsistent with those sections.

L.D. 118 (114th Legis. 1989) (emphasis added). Though there are notable

changes, the law was enacted in its present form with a statement of fact that

reads:

This amendment exempts surplus lines insurance from the
cancellation hearing requirements of state law. The present
applicability of that law is uncertain. The amendment adds a
18

14-day notice requirement, or 10 days if for nonpayment of
premiums, for cancellation or nonrenewal of surplus lines.

L.D. 118, Statement of Fact (114th Legis. 1989) (emphasis added).5 Both the

statement of fact and the statute’s original wording show that the Legislature

viewed cancellation and nonrenewal as different events and intended to

require fourteen-day advance notice for each, unless the cancellation was due

to nonpayment of premium. They also evince the Legislature’s intent to exempt

surplus lines insurers from the more stringent procedural requirements found

in sections 2908(6) (casualty insurance) or 3007(6) (property insurance), both

of which provide for the right to a hearing. That intent comports with the status

of surplus lines insurers as out-of-state firms that would face greater logistical

hurdles defending at a hearing a cancellation or nonrenewal decision. See

Surplus-Lines Insurance, Black’s Law Dictionary (10th ed. 2014) (defining

“surplus lines insurance” as “[i]nsurance with an insurer that is not licensed to

transact business within the state where the risk is located”).

[¶34] A summary of the proposed legislation provided by the

Legislature’s Office of Policy and Legal Analysis reinforces the conclusion that

5 The statement’s reference to “hearing requirements” suggests that the exemption in
section 2009-A(2) is limited only to the process requirements of sections 2908 and 3007, not their
respective definitions of “cancellation” and “nonrenewal.” L.D. 118, Statement of Fact
(114th Legis. 1989).
 19

the intent of the legislation was to require fourteen-day advance notice of either

cancellation or nonrenewal:

This amendment replaces the bill, but retains certain
provisions. It exempts surplus lines insurance from the
cancellation hearing requirements of State law. The present
applicability of that law is uncertain. The amendment adds a
14 day notice requirement (10 days if for non-payment of
premiums) for cancellation or non-renewal of surplus lines.

Office of Policy and Legal Analysis, Joint Standing Committee Bill Summaries,

L.D. 118 (Aug. 1989) (emphasis added).

[¶35] Ultimately, the facial ambiguity in the statute is resolved by the

unambiguous legislative history manifesting the Legislature’s intent to require

surplus lines insurers to give fourteen-day advance notice of nonrenewal as a

policyholder protection measure, see Beal, 2010 ME 20, ¶ 34, 989 A.2d 733.

3. Agency Deference

[¶36] A final factor supporting the foregoing interpretation is that the

Bureau of Insurance, which administers the Maine Insurance Code, interprets

the statute to set the same deadline for advance notice of nonrenewal as for

advance notice of cancellation. “If the meaning of [a] statute is ambiguous, we

will uphold the agency’s interpretation in its field of expertise,” as long as the

interpretation is reasonable and as long as the statute does not compel a
20

contrary interpretation. See Me. Ass’n of Health Plans, 2007 ME 69, ¶ 32,

923 A.2d 918.

III. CONCLUSION

[¶37] Given the meaning of “cancellation” and “nonrenewal,” the

legislative history, and the interpretation of the Superintendent of Insurance,

the “sense of the statute” points to a requirement of fourteen-day advance

notice in the case of either cancellation or nonrenewal. See 1 M.R.S. § 71(2). We

therefore hold that section 2009-A(1) requires a surplus lines insurer to give

written notice of its intent either to cancel a policy or not to renew a policy at

least fourteen days before the effective date of the cancellation or nonrenewal.

24-A M.R.S. § 2009-A. Because the court decided otherwise, we vacate the order

of dismissal and remand for further proceedings.

[¶38] Our holding does not address Arch’s constitutional objection to the

statute because the issue was neither developed nor addressed in the Business

and Consumer Docket. The trial court, agreeing with Arch’s interpretation of

the statute, did not reach the constitutional question. We typically do not

address questions left undeveloped and undecided by the trial court. See, e.g.,

Hill v. Kwan, 2009 ME 4, ¶ 1, 962 A.2d 963 (declining to reach a constitutional

question raised in a complaint when the lower court dismissed the case without
 21

deciding the constitutional issue); Widewaters Stillwater Co., LLC v. Bangor Area

Citizens Organized for Responsible Dev., 2002 ME 27, ¶ 11, 790 A.2d 597 (“We

do not reach constitutional issues when it is unnecessary to do so. Because of

the lack of findings [in the trial court], it is not clear that we must reach this

constitutional issue.” (citations omitted)).

[¶39] Further, Arch’s constitutional void-for-vagueness argument may

implicate matters outside the current record, such as how Arch and other

insurers have in fact interpreted the statute. See Ne. Occupational Exch., Inc. v.

State, 540 A.2d 1115, 1117 (Me. 1988) (economic regulations are not

unconstitutionally vague “if the affected person can understand what the

regulations require, even though some doubt may arise when marginal cases

are considered”). For these reasons, we leave to the trial court consideration

in the first instance of the statute’s constitutionality.

The entry is:

Judgment vacated. Remanded for further
proceedings consistent with the opinion.
22

Eric J. Wycoff, Esq. (orally), and Kyle M. Noonan, Esq., Pierce Atwood LLP,
Portland, for appellant Corinth Pellets, LLC

Aaron M. Frey, Attorney General, Thomas C. Sturtevant, Jr., Asst. Atty. Gen., and
Lisa A. Wilson, Asst. Atty. Gen. (orally), Office of the Attorney General, Augusta,
for appellants Maine Attorney General and Maine Superintendent of Insurance

Martha C. Gaythwaite, Esq., and Brett R. Leland, Esq. (orally), Verrill Dana LLP,
Portland, for appellant Varney Agency Inc.

James M. Bowie, Esq. (orally), Thompson Bowie & Hatch LLC, Portland, and
Joseph J. Blyskal, Esq., and Regen O’Malley, Esq., Gordon Rees Scully
Mansukhani LLP, Glastonbury, Connecticut, for appellee Arch Specialty
Insurance Company

Business and Consumer Docket docket number CV-2019-37
FOR CLERK REFERENCE ONLY