{ "id": 7328646, "name": "CLARENDON AMERICA INSURANCE COMPANY, Plaintiff-Appellee, v. AARGUS SECURITY SYSTEMS, INC., Defendant-Appellant (Scottsdale Insurance Company, Intervenor-Appellee; B.G.K. Security Services, Inc., et al., Defendants)", "name_abbreviation": "Clarendon America Insurance v. Aargus Security Systems, Inc.", "decision_date": "2007-06-18", "docket_number": "No. 1\u201406\u20142121", "first_page": "591", "last_page": "599", "citations": [ { "type": "official", "cite": "374 Ill. App. 3d 591" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "191 Ill. 2d 493", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 229719 ], "weight": 2, "year": 2000, "pin_cites": [ { "page": "517" }, { "page": "517-18" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/191/0493-01" ] }, { "cite": "211 Ill. 2d 32", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 8451063 ], "weight": 2, "year": 2004, "pin_cites": [ { "page": "42-43" }, { "page": "43" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/211/0032-01" ] }, { "cite": "224 Ill. 2d 481", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3606892 ], "year": 2007, "pin_cites": [ { "page": "488" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/224/0481-01" ] }, { "cite": "121 Ill. App. 3d 954", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3560378 ], "weight": 2, "year": 1984, "pin_cites": [ { "page": "957" }, { "page": "957" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/121/0954-01" ] }, { "cite": "358 Ill. App. 3d 324", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5730488 ], "weight": 5, "year": 2005, "pin_cites": [ { "page": "334" }, { "page": "334" }, { "page": "334" }, { "page": "339" }, { "page": "335" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/358/0324-01" ] }, { "cite": "363 Ill. App. 3d 335", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5765986 ], "weight": 8, "year": 2005, "pin_cites": [ { "page": "337-38" }, { "page": "341" }, { "page": "341" }, { "page": "341" }, { "page": "342" }, { "page": "342" }, { "page": "341" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/363/0335-01" ] }, { "cite": "47 Ill. App. 3d 486", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3367009 ], "weight": 2, "year": 1977, "pin_cites": [ { "page": "490" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/47/0486-01" ] }, { "cite": "213 Ill. 2d 141", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 8448460 ], "weight": 3, "year": 2004, "pin_cites": [ { "page": "153" }, { "page": "153" }, { "page": "153" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/213/0141-01" ] }, { "cite": "183 Ill. 2d 342", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 209971 ], "year": 1998, "pin_cites": [ { "page": "349" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/183/0342-01" ] }, { "cite": "156 Ill. 2d 384", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 777543 ], "year": 1993, "pin_cites": [ { "page": "391" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/156/0384-01" ] }, { "cite": "03 L 12520", "category": "reporters:state", "reporter": "Lans. Ch.", "opinion_index": 0 } ], "analysis": { "cardinality": 753, "char_count": 20209, "ocr_confidence": 0.797, "pagerank": { "raw": 5.348625924822956e-08, "percentile": 0.33621014198125065 }, "sha256": "48a416383e426aaa631ca8fa4f89a2b138fd6dd6da13ba6c9f3e24e927f965bd", "simhash": "1:836e7f4f24480459", "word_count": 3192 }, "last_updated": "2023-07-14T18:10:59.295026+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "CAHILL and R. GORDON, JJ., concur." ], "parties": [ "CLARENDON AMERICA INSURANCE COMPANY, Plaintiff-Appellee, v. AARGUS SECURITY SYSTEMS, INC., Defendant-Appellant (Scottsdale Insurance Company, Intervenor-Appellee; B.G.K. Security Services, Inc., et al., Defendants)." ], "opinions": [ { "text": "PRESIDING JUSTICE McBRIDE\ndelivered the opinion of the court:\nPlaintiff Clarendon America Insurance Co. (Clarendon) filed a declaratory judgment action seeking a determination that it owed no duty to defend or indemnify defendant Aargus Security Systems, Inc. (Aargus), in several underlying lawsuits arising out of the October 17, 2003, fire that occurred at a building owned by defendant County of Cook (Cook) and managed by defendant 69 West Washington Management, LLC (69 West), located at 69 West Washington Street in Chicago. Clarendon issued a commercial general liability (CGL) policy to defendant B.G.K. Security Services, Inc. (BGK), from which Aargus sought coverage as an \u201cadditional insured.\u201d Intervenor Scottsdale Insurance Company (Scottsdale) issued an excess insurance policy to BGK and intervened in this action also seeking a declaration that it had no duty to defend Aargus. Clarendon filed a motion for summary judgment in the trial court. Scottsdale filed a brief in support of Clarendon\u2019s summary judgment motion. The court granted Clarendon\u2019s summary judgment motion against Aargus.\nAargus appeals, arguing that: (1) the trial court erred in holding that the relevant contract, insurance provisions, and certificates of insurance were insufficient to demonstrate a potential for additional insured coverage for Aargus; and (2) in the alternative, the trial court incorrectly granted summary judgment in favor of Clarendon and Scottsdale because a genuine issue of material fact existed.\nOn April 1, 2002, Aargus entered into a contract, entitled \u201cAgreement with Service Contractor\u201d (hereafter, 69 West/Aargus Contract), with 69 West, acting as the manager and agent of Cook, to provide security guard service to the commercial high-rise building located at 69 West Washington Street in Chicago.\nOn June 17, 2002, Aargus and BGK entered into a contract entitled \u201cJoint Venture Agreement, 69 West Washington Management Company, L.L.C., 69 West Washington, Chicago, IL 60602\u201d (hereafter, Aargus/BGK Agreement) in which the parties agreed to jointly provide security guard service at the 69 West Washington building. The Aargus/BGK Agreement stated that \u201cB.G.K. Security Services, Inc. shall serve as Aargus\u2019 exclusive subcontractor under the Contract.\u201d Paragraph 16 of the Aargus/BGK Agreement provided: \u201cAll insurance that may from time to time be required shall be obtained in such manner as the parties hereto agree.\u201d\nBGK obtained a CGL policy from Clarendon, effective January 21, 2003, to January 21, 2004. The Clarendon policy provided $1 million of liability coverage per occurrence with a $5 million general aggregate limit. The Clarendon policy contains a \u201cBlanket Additional Insured Endorsement\u201d (additional insured endorsement), which states, in relevant part:\n\u201cWHO IS AN INSURED (Section II) provision of the Policy is amended to include as an insured any person or organization (called \u2018additional insured\u2019) to whom you are obligated by valid written contract to provide such coverage, but only with respect to liability for \u2018bodily injury\u2019 or \u2018property damage\u2019 arising solely out of \u2018your work\u2019 on behalf of said additional insured for which coverage is provided by this policy.\u201d\nScottsdale issued an excess liability policy to BGK, effective August 1, 2003, to January 21, 2004. The Scottsdale policy \u201cis excess of and follows form to the Clarendon policy.\u201d\nIn March and May 2003, Mack & Parker, Inc., an agent of BGK, issued two certificates of insurance to Aargus. The first certificate identified Aargus as \u201can Additional Insured as respects work performed\u201d by BGK, and the second said that Aargus \u201cis an Additional Insured as regards General Liability for operations performed\u201d by BGK.\nOn October 17, 2003, a fire occurred at the 69 West Washington building. As a result of the deaths and injuries that occurred in the fire, 22 lawsuits were filed in the circuit court of Cook County and were consolidated under case No. 03 L 12520 (underlying lawsuits). Aargus, 69 West, Cook, and BGK were named as defendants, third-party defendants, and/or counterdefendants in the underlying lawsuits.\nAargus, 69 West, Cook, and BGK tendered the defense in the underlying lawsuits to Clarendon. In July 2004, Clarendon filed this declaratory judgment action seeking a determination that the Clarendon policy issued to BGK did not provide coverage to Aargus as an additional insured. Scottsdale was granted leave to intervene in the circuit court and filed its own complaint for declaratory judgment. In January 2006, Clarendon filed a motion for summary judgment. Scottsdale filed a brief in support of Clarendon\u2019s motion. In April 2006, the trial court granted Clarendon\u2019s motion. In June 2006, the trial court found that pursuant to Supreme Court Rule 304(a) (155 Ill. 2d R. 304(a)), there was no just reason to delay enforcement or appeal of the April 2006 order. This appeal followed.\nOn appeal, Aargus contends that the trial court erred in finding that the Aargus/BGK Agreement, the Clarendon policy and the certificates of insurance were insufficient to provide coverage to Aar-gus as an additional insured. In the alternative, Aargus asserts that a question of material fact exists regarding insurance coverage because of the Aargus/BGK Agreement and the certificates of insurance.\n\u201cThe construction of an insurance policy and a determination of the rights and obligations thereunder are questions of law for the court which are appropriate subjects for disposition by way of summary judgment.\u201d Crum & Forster Managers Corp. v. Resolution Trust Corp., 156 Ill. 2d 384, 391 (1993). Summary judgment is appropriate where the pleadings, depositions, and admissions on file, together with any affidavits and exhibits, when viewed in the light most favorable to the nonmoving party, indicate that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. 735 ILCS 5/2 \u2014 1005(c) (West 2004). We review cases involving summary judgment de novo. Ragan v. Columbia Mutual Insurance Co., 183 Ill. 2d 342, 349 (1998).\n\u201cWhen construing the language of an insurance policy, a court\u2019s primary objective is to ascertain and give effect to the intentions of the parties as expressed by the words of the policy.\u201d Central Illinois Light Co. v. Home Insurance Co., 213 Ill. 2d 141, 153 (2004). \u201cAn insurance contract *** is to be construed as a whole, giving effect to every provision *** because it must be assumed that every provision was intended to serve a purpose.\u201d Central Illinois Light Co., 213 Ill. 2d at 153. \u201cIf the words used in the policy are clear and unambiguous, they must be given their plain, ordinary, and popular meaning.\u201d Central Illinois Light Co., 213 Ill. 2d at 153.\nAargus raises two theories for it to qualify as an additional insured under BGK\u2019s policies with Clarendon and Scottsdale. First, Aargus contends that the additional insured endorsement only requires an obligation to provide insurance from a valid written contract and that paragraph 16 satisfies that obligation. Second, if the certificates of insurance are considered alongside the Aargus/BGK Agreement, then an unambiguous intent for coverage is shown. Clarendon and Scottsdale maintain that paragraph 16 of the Aargus/BGK Agreement did not obligate BGK to provide insurance coverage for Aargus. Clarendon and Scottsdale further respond that the certificates of insurance do not satisfy the requirement of a valid written contract because the certificates plainly state that they do not confer any rights under the policy without an endorsement from the insurer.\nAargus relies on Yoder v. Rock Island Bank, 47 Ill. App. 3d 486 (1977), for its position that the decision by the parties \u201cto leave open for future completion the details of additional insured coverage for Aargus does not invalidate the contractual obligation to do so that was assumed by BGK.\u201d We find Aargus\u2019 reliance on Yoder to be misplaced. Yoder involved whether a letter from an attorney in a foreclosure case was an offer subject to acceptance by specific performance by the other side. Yoder, 47 Ill. App. 3d at 490. Here, no one is arguing that the Aargus/BGK Agreement is not a valid contract. Rather, the issue is whether the Aargus/BGK Agreement contained an obligation undertaken by BGK to provide insurance coverage for Aargus.\nWe find the decision in Liberty Mutual Fire Insurance Co. v. St. Paul Fire & Marine Insurance Co., 363 Ill. App. 3d 335 (2005), to be instructive. In that case, the Central Illinois Public Service Company (CIPS) and Dover Elevator Company (Dover) entered into two service contracts for Dover\u2019s work to modernize and upgrade two elevators in a CIPS facility. Dover obtained a CGL insurance policy through Liberty Mutual Fire Insurance Company (Liberty). An elevator accident occurred at the CIPS facility and a personal injury lawsuit followed. Liberty filed a declaratory judgment action seeking a determination that it did not have to defend CIPS under Dover\u2019s policies, and CIPS\u2019 insurer, St. Paul Fire and Marine Insurance Co. (St. Paul), filed a counterclaim requesting the trial court to find that Liberty had a duty to defend CIPS. On summary judgment, the trial court ruled in favor of Liberty. Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 337-38.\nOn appeal, St. Paul argued that CIPS was made an additional insured under Dover\u2019s CGL policy with Liberty. The additional insured endorsement in Liberty\u2019s policy amended an insured to include \u201cany person, organization, state or other political subdivision, trustee or estate for whom you have agreed in writing to provide liability insurance.\u201d Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 341. St. Paul contended that the two service contracts between CIPS and Dover constituted a written agreement, as defined in the additional insured endorsement. The insurance provision in both service contracts stated, in relevant part:\n\u201c \u2018It is expressly understood and agreed by and between the parties hereto that no Work of any kind is authorized nor shall any Work be begun under this Contract until the Contractor shall have provided and delivered to the Owner satisfactory and acceptable evidence of insurance which is in full compliance with the Insurance Specifications attached hereto and incorporated by reference herein.\u2019 \u201d Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 341.\nThe insurance specifications provided that \u201ccontractors such as Dover \u2018will secure, maintain and provide evidence\u2019 of \u2018Comprehensive General Liability insurance for all claims for personal injury, bodily injury, including death, and property damage which may arise from the operations under this contract.\u2019 \u201d Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 341. St. Paul asserted that this language showed that Dover obtained the CGL policy for CIPS\u2019 benefit. The reviewing court disagreed and found that the insurance provision only required Dover to secure insurance to cover its own negligence. Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 342. The court went on to state that \u201cthere was no language in the insurance provision or insurance specifications section that obligated Dover to add CIPS as an additional insured on the CGL policy.\u201d Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 342.\nSimilarly, under the additional insured endorsement in the instant case, \u201can insured\u201d is amended to include those that the named insured is \u201cobligated by valid written contract to provide such coverage.\u201d The only valid written contract between BGK and Aargus is the Aargus/ BGK Agreement from June 2002. However, the language of paragraph 16 (\u201cAll insurance that may from time to time be required shall be obtained in such manner as the parties hereto agree\u201d) does not discuss any obligation undertaken by either BGK or Aargus to provide insurance. When interpreting the provisions of a contract, the court must ascertain and give effect to the intent of the parties; and the language of the contract is the best indication of the parties\u2019 intent. Liberty Mutual Fire Insurance Co., 363 Ill. App. 3d at 341. \u201cA contract term is ambiguous if it can reasonably be interpreted in more than one way due to the indefiniteness of the language or due to it having a double or multiple meaning.\u201d William Blair & Co. v. FI Liquidation Corp., 358 Ill. App. 3d 324, 334 (2005). \u201cA contract is not ambiguous, however, if a court can ascertain its meaning from the general contract language.\u201d William Blair, 358 Ill. App. 3d at 334. \u201c[T]he mere fact that the parties disagree as to the meaning of a term does not make that term ambiguous.\u201d William Blair, 358 Ill. App. 3d at 334.\nWe disagree with Aargus\u2019 assertion that paragraph 16 creates an obligation for insurance coverage to satisfy the requirements under the additional insured endorsement. Rather, we conclude that paragraph 16 leaves the insurance obligations of both contracting parties undecided. As in Liberty Mutual, paragraph 16 does not indicate what insurance is required by either party and we decline to read paragraph 16 to create any coverage obligations. Based on the language of paragraph 16, we find that Aargus was not an additional insured under BGK\u2019s policies with Clarendon and Scottsdale.\nAargus also contends that the certificates of insurance along with the Aargus/BGK Agreement show BGK\u2019s intent to provide additional insured coverage to Aargus. According to Aargus, \u201cwhen the certificates are considered, it is clear that BGK unambiguously intended by the Aargus/BGK Contract to assume an obligation to provide additional insured coverage for Aargus.\u201d Clarendon and Scottsdale respond that the certificates of insurance do not satisfy the additional insured endorsement because a certificate of insurance does not constitute a contract between the parties. See Lezak & Levy Wholesale Meats, Inc. v. Illinois Employers Insurance Co. of Wausau, 121 Ill. App. 3d 954, 957 (1984). In reply, Aargus restates its position, in that it is not claiming that the certificates of insurance qualify as a valid written contract under the additional insured endorsement, but instead, the certificates serve as \u201cdocumentary confirmation that BGK agreed to provide coverage for Aargus.\u201d\nAargus cites William Blair & Co. v. FI Liquidation Corp., 358 Ill. App. 3d 324, 339 (2005), as a basis for this court to consider the certificates \u201cas extrinsic evidence *** on a provisional basis for the limited purpose of testing whether [the] contract is ambiguous.\u201d Aar-gus does not assert that the Aargus/BGK Agreement is ambiguous or that the certificates vary the contract terms, but instead the certificates confirm that BGK agreed to provide coverage for Aargus.\nHowever, the problem with Aargus\u2019 argument is that the plain language of paragraph 16 does not require BGK to add Aargus as an additional insured under its policies. In the absence of ambiguity, a court must construe a contract according to its own language, not according to the parties\u2019 subjective constructions. William Blair, 358 Ill. App. 3d at 335. The existence of the certificates does not change the fact that the Aargus/BGK Agreement does not discuss insurance requirements for either party. Paragraph 16 left insurance requirements open for future agreements and we will not look to documents outside of the contract to create an obligation. As previously pointed out, Aargus does not qualify as an additional insured under the Clarendon policy and the certificates do not change that holding. Additionally, since the certificates of insurance are not contracts (see Lezak & Levy Wholesale Meats, Inc., 121 Ill. App. 3d at 957), they are not sufficient to prove that BGK had an obligation under a valid written contract to provide coverage for Aargus.\nAargus further contends that the trial court\u2019s reasoning in its ruling against Clarendon and in favor of 69 West and Cook, which is the subject of a separate appeal in case No. 1 \u2014 06\u20141864, should be extended to Aargus. In that portion of the order, the trial court read the Aargus/BGK Agreement and the 69 West/Aargus Contract together to \u201csatisfy the written contract requirement of the Clarendon and Scottsdale policies.\u201d Aargus\u2019 reliance on the trial court\u2019s order as to those defendants is not persuasive. \u201cUnder Illinois law, the decisions of circuit courts have no precedential value.\u201d Delgado v. Board of Election Commissioners of the City of Chicago, 224 Ill. 2d 481, 488 (2007).\nAs an alternative argument, Aargus asserts that a genuine issue of material fact exists that makes summary judgment inappropriate. Aargus contends that \u201cthe certificates, if viewed in the light most favorable to the non-movant, evince an agreement between Aargus and BGK that Aargus should be added as an additional insured under Clarendon\u2019s policy.\u201d\n\u201cThe purpose of summary judgment is not to try a question of fact, but rather to determine whether a genuine issue of material fact exists.\u201d Adams v. Northern Illinois Gas Co., 211 Ill. 2d 32, 42-43 (2004). \u201cA triable issue precluding summary judgment exists where the material facts are disputed, or where, the material facts being undisputed, reasonable persons might draw different inferences from the undisputed facts.\u201d Adams, 211 Ill. 2d at 43. \u201cSummary judgment should not be granted unless the right of the moving party is clear and free from doubt.\u201d Michigan Avenue National Bank v. County of Cook, 191 Ill. 2d 493, 517 (2000). \u201cHowever, although the nonmoving party in a summary judgment motion is not required to prove his or her case, the nonmovant must nonetheless present a factual basis which would arguably entitle that party to a judgment.\u201d Michigan Avenue National Bank, 191 Ill. 2d at 517-18.\nAargus tries to avoid summary judgment by arguing that summary judgment was premature. In its view, there is a question of material fact as to whether Aargus and BGK executed in writing an agreement about insurance. Aargus asserts that it should have had the opportunity to determine whether such agreement exists. We are not persuaded.\nIt seems clear that Aargus itself should know if it entered into a subsequent written agreement with BGK. The fact that no such agreement was produced should not preclude summary judgment. Here, the additional insured endorsement confers coverage on those that the named insured is obligated by valid written contract to provide such coverage. The Aargus/BGK Agreement is the only written contract between the parties and does not obligate BGK to provide additional insured coverage for Aargus. The Aargus/BGK Agreement left the insurance requirements open to a future agreement. This provision is unambiguous. There is no indication that a subsequent written agreement about insurance exists. Aargus\u2019 reliance on the certificates of insurance to create a question of material fact is misplaced because the certificates are not contracts and cannot alter the fact that the written contract does not contain an obligation to provide for additional insured coverage. There is no question of material fact and summary judgment in favor of Clarendon and Scottsdale was correct.\nBased on the foregoing reasons, we affirm the decision of the circuit court of Cook County.\nAffirmed.\nCAHILL and R. GORDON, JJ., concur.\nIn the same written order, the trial court granted summary judgment in favor of 69 West and Cook and against Clarendon. Clarendon appealed that order in case No. 1\u201406\u20141864.", "type": "majority", "author": "PRESIDING JUSTICE McBRIDE" } ], "attorneys": [ "Thomas M. Crawford and Brian M. Reid, both of Litchfield Cavo LLR of Chicago, for appellant.", "Esther Joy Schwartz, Donald E. Stellato, David S. Allen, and Dana A. Rice, all of Stellato & Schwartz, Ltd., of Chicago, for appellee Clarendon America Insurance Company.", "Shaun McParland Baldwin and Katherine Streicher Arnold, both of Tressler, Soderstrom, Maloney & Priess, LLR of Chicago, for appellee Scottsdale Insurance Company." ], "corrections": "", "head_matter": "CLARENDON AMERICA INSURANCE COMPANY, Plaintiff-Appellee, v. AARGUS SECURITY SYSTEMS, INC., Defendant-Appellant (Scottsdale Insurance Company, Intervenor-Appellee; B.G.K. Security Services, Inc., et al., Defendants).\nFirst District (1st Division)\nNo. 1\u201406\u20142121\nOpinion filed June 18, 2007.\nThomas M. Crawford and Brian M. Reid, both of Litchfield Cavo LLR of Chicago, for appellant.\nEsther Joy Schwartz, Donald E. Stellato, David S. Allen, and Dana A. Rice, all of Stellato & Schwartz, Ltd., of Chicago, for appellee Clarendon America Insurance Company.\nShaun McParland Baldwin and Katherine Streicher Arnold, both of Tressler, Soderstrom, Maloney & Priess, LLR of Chicago, for appellee Scottsdale Insurance Company." }, "file_name": "0591-01", "first_page_order": 609, "last_page_order": 617 }