Appeal from the Superior Court of the District of Columbia (CAB-8546-04) (Hon. Natalia Combs Greene, Trial Judge).
The opinion of the court was delivered by: Thompson, Associate Judge
Before KRAMER and THOMPSON, Associate Judges, and FARRELL, Associate Judge, Retired.
Truck Insurance Exchange ("TIE" or the "insurer") contracted to indemnify Adolph Coors Company and Coors Brewing Company (collectively, "Coors" or the "insured") for damages the insured had to pay "because of bodily injury caused by an occurrence to which this insurance applies" during the policy coverage periods. TIE further contracted to defend Coors in any suit "seeking damages on account of such bodily injury, even if any of the allegations of the suit are groundless, false, or fraudulent." Subsequently, Coors and 2 several other alcohol manufacturers became defendants in five putative class action lawsuits*fn1 that included allegations of unfair business practices, unjust enrichment, negligence, civil conspiracy, and corrupt activity, all in connection with the marketing of alcoholic beverages to underage consumers.*fn2 TIE refused to defend Coors in these suits, prompting Coors to commence the instant litigation against TIE for breach of its insurance contract (specifically, breach of the "duty to defend"). The Superior Court granted summary judgment to TIE, concluding that TIE had no duty to defend because "this Court cannot find that the lawsuits allege damages that occurred as a result of bodily harm."*fn3 We affirm the grant of summary judgment in favor of TIE.
We review the grant of a motion for summary judgment de novo. Joeckel v. Disabled Am. Veterans, 793 A.2d 1279, 1281 (D.C. 2002). Summary judgment is appropriate when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Woodland v. District Council 20, 777 A.2d 795, 798 (D.C. 2001). Thus, in examining the instant appeal, we examine whether "there is no genuine issue of material fact on which a jury could find for the non-moving party." Holland v. Hannan, 456 A.2d 807, 815 (D.C. 1983).
Preliminarily, we must determine whether to apply the substantive duty-to-defend law of Colorado or, instead, that of the District of Columbia in deciding the dispute before us. During the Superior Court proceedings, the parties disagreed on this issue, with Coors relying on the District's law in its motion for summary judgment, and TIE advocating application of Colorado law in its opposition. In her Order granting summary judgment to TIE, the trial judge applied Colorado law, but noted that she would have arrived at the same result under the District's law.*fn4
Choice of law questions are subject to de novo review. Vaughan v. Nationwide Mut. Ins. Co., 702 A.2d 198, 200 (D.C. 1997). Where a contract is silent on the matter, we conduct a "governmental interest" analysis to determine which jurisdiction's law controls the interpretation and enforcement of the contract. See Holmes v. Brethren Mut. Ins. Co., 868 A.2d 155, 157 n.2 (D.C. 2005); Vaughan, supra, 702 A.2d at 202. This analysis requires us to consider several factors, including: (1) the place of contracting; (2) the place of negotiation of the contract; (3) the place of performance; (4) the location of the subject matter of the contract; (5) the residence and place of business of the parties; and (6) the principal location of the insured risk. RESTATEMENT (SECOND) OF CONFLICT OF LAWS §§ 188, 193 (1971); see also Vaughan, supra, 702 A.2d. at 200- 03 (citing favorably RESTATEMENT (SECOND) OF CONFLICT OF LAWS §§ 187, 193).
Applying the governmental interest test, we agree with the trial court that Colorado law should govern. Coors Brewing Company both is incorporated and has its principal place of business in Colorado, and Adolph Coors Company likewise has its principal place of business there. TIE, incorporated and headquartered in California, also lacks any relevant relationship with the District of Columbia. Correspondence between the parties indicates that Colorado is where they negotiated and finalized the insurance contract and performed their contractual obligations. Moreover, the parties agreed upon a "Colorado Amendatory Endorsement" to the insurance policy, presumably for the purpose of complying with Colorado law. The District's only apparent connection to the contractual dispute is the Hakki lawsuit, the one underlying suit filed in this jurisdiction (the other suits are in the courts of Colorado, North Carolina, and Ohio). Under these circumstances, it seems clear that Colorado has a more "significant relationship" to the Coors-TIE insurance transaction than the District or any other jurisdiction. See RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 188 (1).
Under Colorado law, an insurer must defend its insured where the underlying complaint includes allegations that, "if sustained, would impose a liability on the insured that is arguably covered by the policy." Carl's Italian Rest. v. Truck Ins. Exch., 183 P.3d 636, 638 (Colo. Ct. App. 2007) (noting that an insurer's duty to defend its insured against adverse litigation is broader than its duty to indemnify the insured for any judgments resulting from such litigation); see also id. at 639 (duty to defend arises if there is "even one claim that is arguably covered by the policy"); Cotter Corp. v. Am. Empire Surplus Lines, 90 P.3d 814, 827 (Colo. 2004). Colorado courts determine whether a duty to defend exists in a particular case by comparing the face of the complaint with the relevant insurance policy, which should be construed according to contract law principles. See, e.g., Hecla Mining Co. v. New Hampshire Ins. Co., 811 P.2d 1083, 1089 (Colo. 1991); Bainbridge, Inc. v. Travelers Cas. Co. of Connecticut, 159 P.3d 748, 750 (Colo. Ct. App. 2006) ("An insurer looks to the four corners of the complaint, together with the policy, to determine its right and duty to defend."); see also Chacon v. Am. Family Mut. Ins., 788 P.2d 748, 750 (Colo. 1990) ("An insurance policy is a contract which should be interpreted consistently with the well settled principles of contractual interpretation."). For purposes of duty-to-defend analysis, factual allegations described in the complaint are more significant than are the particular causes of action asserted. See Gerrity Co. v. CIGNA Prop. & Cas. Co., 860 P.2d 606, 607 (Colo. Ct. App. 1993) ("It is, however, the factual allegations in the complaint, and not the legal claims, that determine an insurer's duty.").
Pursuant to the insurance policies at issue, TIE must defend Coors against suits "seeking damages on account of such bodily injury or property damage [caused by an "occurrence" to which this insurance applies], even if any of the allegations of the suit are "groundless, false, or fraudulent." Bodily injury is defined in the policies as "bodily injury, sickness or disease sustained by any person which occurs during the policy period, including death at any time resulting therefrom." Occurrence is defined as "an event, or series of events . . ., proximately caused by an act or omission of the insured . . . which results, during the policy period, in bodily injury . . . neither expected nor intended from the standpoint of the insured." Thus, TIE has a duty to defend Coors only if the underlying ...