CHAGARES, Circuit Judge.
Yellowbird Bus Company ("Yellowbird") appeals the District Court's dismissal of their complaint against Lexington Insurance Company ("Lexington") and five individuals: Carmen Batista, Jose Rosado, Brendi Lopez, Neena Meeker, and Fanny Cepeda (collectively, the "individual defendants"). For the reasons stated below, we possess jurisdiction over the appeal docketed as 10-3396 and will affirm. We will dismiss the appeal docketed as No. 10-3859.
We write for the parties' benefit and recite only the facts essential to our disposition. Yellowbird is a transportation company whose business includes the daily operation of school buses. On July 5, 2006, a Yellowbird school bus collided with a tractor owned by Cowan Systems, Inc. ("Cowan"). Numerous personal injury lawsuits were subsequently filed against both Yellowbird and Cowan in Pennsylvania state court. Although Yellowbird and Cowan dispute their respective responsibility for the accident, the two parties were able to resolve the majority of the personal injury claims through settlement. The only claims that remain are the ones asserted by the five individual defendants. These claims have been consolidated for resolution and are currently pending in Pennsylvania state court.
During the relevant time period, Yellowbird had an excess insurance policy with Lexington (referred to as the "Lexington Policy" or the "policy") that had an annual premium of $90,193 and was effective for the period between October 7, 2005 and October 7, 2006. Appendix ("App.") 132. This case involves a disagreement between Yellowbird and Lexington pertaining to the extent of Yellowbird's remaining coverage under this policy in regard to the July 5, 2006 accident.
Several provisions of the Lexington Policy are salient to this dispute. The first is the "Coverage" provision, which obliges Lexington to "pay on behalf of [Yellowbird] that portion of the loss which [Yellowbird] will become legally obligated to pay . . . subject to[] . . . [Lexington's] Limit of Liability as stated in Section IC of the Declarations." App. 134 (emphases omitted).
App. 132. The third relevant provision is entitled "Limits of Liability," and explicates several key terms:
App. 135 (emphases omitted). Finally, the Lexington Policy defines an "occurrence" as "an event, including continuous or repeated exposures to conditions, neither expected nor intended from the standpoint of [Yellowbird]. All such exposure to substantially the same general condition shall be one occurrence." App. 138 (emphases omitted).
Pursuant to these provisions, Lexington paid approximately $4 million on behalf of Yellowbird in order to effectuate the various settlements arising from the July 5, 2006 accident. After so paying, however, Lexington informed Yellowbird that its coverage under the Lexington Policy for claims arising out of that accident was nearly exhausted. As a result, Lexington maintained that it would not indemnify or defend fully Yellowbird in regard to the five remaining claims filed by the individual defendants.
Yellowbird responded by filing suit in the Philadelphia Court of Common Pleas on November 17, 2009, seeking a declaratory judgment that the Lexington Policy is not subject to any coverage limits in regard to claims arising out of the July 5, 2006 accident. Yellowbird also asserted claims for breach of contract and bad faith. On December 8, 2009, Lexington removed Yellowbird's suit to the District Court on the basis of diversity jurisdiction. On May 11, 2010, the District Court denied Yellowbird's remand motion. Lexington subsequently moved to dismiss Yellowbird's claims pursuant to both Federal Rules of Civil Procedure 12(b)(1) and (12)(b)(6) on December 15, 2009. On July 13, 2010, the District Court denied the 12(b)(1) motion, granted the 12(b)(6) motion, and dismissed the declaratory judgment claim with prejudice and the breach of contract and bad faith claims without prejudice.
Yellowbird chose to appeal without amending its complaint and filed a notice of appeal on August 9, 2010, which was docketed at No. 10-3396. On August 13, 2010, the Clerk of this Court entered an order directing the parties to address whether the District Court's July 13, 2010 opinion was final within the meaning of 28 U.S.C. § 1291. The parties responded as ordered, but on August 23, 2010, the District Court, at Yellowbird's request, filed a second order dismissing Yellowbird's complaint in its entirety. Yellowbird then filed a second notice of appeal on September 22, 2010, which was docketed at No. 10-3859. On March 17, 2011, this Court filed an order consolidating the two appeals for all purposes.
Although not disputed by the parties, we must initially assess whether the District Court correctly exercised removal diversity of citizenship jurisdiction over this matter pursuant to 28 U.S.C. §§ 1441 and 1332 and whether we possess appellate jurisdiction under 28 U.S.C. § 1291.
We, of course, have an independent duty "to examine [] subject matter jurisdiction at all stages of the litigation
The issue surrounding our appellate jurisdiction is more technical in nature. This appeal has two separate docket numbers because, as noted, Yellowbird filed two separate notices of appeal. In filing the first notice of appeal from the District Court's July 13, 2010 opinion, Yellowbird "convert[ed] a dismissal with leave to amend into a final order by electing to stand upon the original complaint."
We review an order granting a motion to dismiss de novo.
The parties do not dispute that Pennsylvania law applies to this diversity matter. Under Pennsylvania law, "the interpretation of the scope of coverage of an insurance contract is a question of law properly decided by the court, a question over which we exercise plenary review."
Yellowbird appeals the dismissal of its claims for declaratory judgment, breach of contract, and bad faith. All three of these claims are essentially predicated on the assertion that "the policy of excess insurance issued by Lexington is not subject to any limits for the automobile-related claims at issue." Yellowbird Br. 7. Yellowbird seeks a declaration to that effect, as well as damages for Lexington's purported breach of contract and bad faith for failing to abide by Yellowbird's interpretation of the Lexington Policy.
As an initial matter, we must distinguish between two of the policy's key terms: "aggregate limits" and "occurrence limits." The provision of the Lexington Policy entitled "Limits of Liability" explains the distinction. "[A]ggregate limit of liability . . . is the maximum amount which will be paid under this policy for all losses . . .
The parties do not dispute that the July 5, 2006 accident implicates "automobile liability" and that the Lexington Policy provides no
Yellowbird's argument relies on linguistically twisting the language of the "Limits of Liability" provision of the policy, which, as noted, states that "[s]ubject to the above provision respecting aggregate, the Limit of Liability stated in the Declarations as per occurrence is the total limit of [Lexington's] liability for ultimate net loss . . . sustained by one or more persons or organizations as a result of any one (1) occurrence." App. 135. According to Yellowbird, this passage means that the "per occurrence" "Limit of Liability stated in the Declarations," that is, the $4 million amount, is "subject to," or, in Yellowbird's reading, "completely subsumed by," the aggregate limit. Yellowbird thus posits that "it is clear that this policy language borrows as the occurrence limit the same declaration of no applicable aggregate limit in automobile cases." Yellowbird Br. 20-21.
This reading is contrary to the plain language of the policy. Pursuant to the language just quoted, the $4 million "per occurrence" amount "stated in the Declarations" is the occurrence limit, or the maximum amount that Lexington will pay for any single occurrence. This occurrence limit is then "subject to," or "governed by,"
Accordingly, we hold that the unambiguous language of the Lexington Policy contradicts Yellowbird's proposed interpretation.
For the reasons stated above, we possess jurisdiction over the appeal docketed as 10-3396 and will affirm. We will dismiss the appeal docketed as No. 10-3859.