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Yellow Cab Affiliation, Inc. and Wolley Cab Association, Inc v. New Hampshire Insurance Company

January 28, 2011

YELLOW CAB AFFILIATION, INC. AND WOLLEY CAB ASSOCIATION, INC.,
PLAINTIFFS,
v.
NEW HAMPSHIRE INSURANCE COMPANY, GRANITE STATE INSURANCE COMPANY, AND LEXINGTON INSURANCE COMPANY,
DEFENDANTS.



The opinion of the court was delivered by: Judge Robert M. Dow, Jr.

MEMORANDUM OPINION AND ORDER

This case concerns whether a dispute between insureds and their insurance companies are subject to binding arbitration. Before the Court is a motion [4] filed by Yellow Cab Affiliation, Inc. and Wolley Cab Association, Inc. ("Plaintiffs") seeking a declaratory judgment that the dispute is not arbitrable, and a preliminary and permanent injunction preventing New Hampshire Insurance Company, Granite State Insurance Company, and Lexington Insurance Company ("Defendants") from attempting to arbitrate the dispute.*fn1 Defendants seek antipodal relief, asking the Court to compel arbitration and dismiss Plaintiff's complaint [22]. For the reasons stated below, Defendants' motion [22] is granted and Plaintiff's motion [4] is denied; the dispute between the parties is referred to arbitration and Plaintiff's complaint is dismissed. Defendants' motion for an expedited ruling or in the alternative for the Court to lift its stay of the arbitration [29] is denied as moot.

I. Background*fn2

Plaintiffs are taxi cab affiliations that operate in Illinois. (Cmplt. ¶ 19). Plaintiffs' members are independent medallion (taxi cab license) owners. (Id. at ¶ 20). As taxi cab affiliations, Plaintiffs provide their members with services which include radio dispatch, "colors," and insurance. (Id.). Plaintiffs collect dues from their members to cover the costs of these services. (Id. at ¶ 21). Defendants, as their names suggest, are insurance companies.

In late 2007, the parties began negotiating an automobile insurance policy for the 2008 year that would cover the fleet of taxis managed by Plaintiffs in Chicago. After extensive negotiations involving counsel for both parties, the parties agreed to an insurance program that provided $350,000 of coverage per claim with a $150,000 per claim deductible to be borne by Plaintiffs. (Id. at ¶ 23; Declaration of Frank K. Pawlikowski ("Pawlikowski Declaration") [24, Ex. 1, at ¶ 3]). The agreement was memorialized in a "Claims Service Agreement" ("CSA"). The parties later agreed to an identical insurance policy for the 2009 year, with an identical CSA. (Cmplt. ¶¶ 23-24).

The first paragraph of the CSA*fn3 provides that the agreement is "by and among the insurance company named on the signature pages hereto (the "Insurer"), Peter Corrick & Associates (the "Third Party Administrator"), Michael J. Levine and Patton R. Corrigan (the "Owners"), and Yellow Cab Affiliation, Inc., Wolley Cab Association, Inc. which also does business as Checker Taxi Affiliation, Inc. and Blue Diamond Taxi Association, Inc. (the "Insured")." A number of signature pages appear at the end of each of the agreements, in which representatives for both Plaintiffs and Defendants signed.*fn4 The first page of the CSA also contains a number of preliminary recitals, each beginning with the word "WHEREAS." The last recital reads "NOW, THEREFORE, the Third Party Administrator and the Insurer, subject to the following terms, conditions and limitations, agree as follows: * * *."

Article II of the CSA appoints a Third Party Administrator ("TPA") to administer all claims made against the policies. Article I of the first contract ("Term") provides that the TPA agrees to provide services for all "claims occurring * * * during the period commencing January 1, 2008 at 12:01 a.m. and ending January 1, 2009 at 12:00 a.m., Eastern Time." The second contract covers the 2009 year.

The CSA provided for the establishment of two bank accounts that would be used to effectuate the processing of claims. Article VI, Sec. J of the CSA required the TPA to establish a "Loss Fund Account," in which Defendants would deposit monies which the TPA would use to pay claims. However, as noted above, Plaintiffs were responsible for paying the first $150,000 of each claim. To ensure that sufficient funds would be available to reimburse Defendants for the first $150,000 of each claim, the CSA provided for the establishment of the "Collateral Account" (called the "Deductible Reimbursement Account" in the CSA). (Cmplt. ¶ 25; CSA Art. VI, Sec. U-V). It is the Collateral Account that is the subject of the instant dispute.

Article VI, Sec. V controlled how the Collateral Account was to be funded. Plaintiffs were required to initially fund the account with $750,000, followed by 11 monthly payments of $314,000 each, for a total sum of $4,204,000 to be paid during the coverage term of each policy. Section V further provided that this amount may be increased: "As a consequence of claims experience during the policy term, the Insurer may require that the monthly installment amount be increased in order to maintain a Deductible Reimbursement Account balance during the term of the policy of not less than [$750,000] or such other minimum balance as may be required to provided adequate reserves for reimbursement of policy deductible payments based on claims experience." The parties agree that the foregoing parts of Section V pertain to the payments Plaintiffs were required to make during the policy term -- i.e. either in 2008 or 2009 -- depending on the applicable policy.

However, Article VI, Sec. V of the CSA continues, with the following: In addition, in the event that the total sum of the following shall exceed [$4,204,000], the Owners and the [Plaintiffs] shall either immediately make payment of such excess amount directly to [Defendants], or to the [TPA] for deposit into the Deductible Reimbursement Account, or per instructions obtained from the [TPA], make a direct deposit of such amount to the Deductible Reimbursement Account by wire transfer or other method acceptable to the [TPA], [Plaintiffs] and the bank in order to increase the minimum balance of the Deductible Reimbursement Account by the amount of such excess:

i. the amount of loss and/or expense amounts below the policy deductible paid by [Defendants] or [TPA] in excess of the Loss Fund Account but not reimbursed by or on behalf of [Plaintiffs] or other responsible party to the [TPA] from the Deductible Reimbursement Account or otherwise. plus

ii. the amount of outstanding Reserves (as defined by the policy and/or the Claims Service Agreement) established by the [TPA].

Defendants contend that this quoted portion of Section V of Article VI requires Plaintiffs to continually fund the Collateral Account to ensure sufficient funds for the reimbursement of deductibles, even after the 2008 and 2009 policy coverage terms have ended.

During 2008 and 2009, Plaintiffs paid approximately $8.4 million into the Collateral Fund Account, in accordance with Article VI, Section V.*fn5 (Pawlikowski Declaration at ΒΆ 15). Since 2008 and 2009, thousands of ...


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