HILL, Justice.
[¶1] Keizer Trailer Sales, Inc. (Keizer), who is insured by Continental Western Insurance Company (CWIC), sold three refrigerated trailers to James Black. Mr. Black took immediate possession of the trailers, but the installment purchase agreement pursuant to which he bought the trailers specified that Keizer would remain the owner of the trailers until the purchase price was paid in full. Mr. Black was subsequently in an accident with one of the trailers while traveling on Interstate 80 in Wyoming, and wrongful death and personal injury actions were filed against him and his business.
[¶2] CWIC was notified of potential claims against the policies it issued Keizer on the trailer involved in the accident. CWIC thereafter filed a complaint for declaratory judgment in the district court for the First Judicial District, seeking a declaration that the policies issued to Keizer do not provide coverage for the claims arising from Mr. Black's accident. The district court ruled against CWIC and found that Mr. Black was insured under the policies' omnibus clauses because he was driving a vehicle owned by Keizer with Keizer's permission. We affirm.
[¶3] CWIC states the issues on appeal as follows:
[¶4] On December 27, 2010, James Black purchased three refrigerated trailers from Keizer Trailer Sales, Inc. (Keizer). The purchase was made pursuant to an Offer of Purchase Agreement (Purchase Agreement) prepared by Keizer. On its front side, the Purchase Agreement set forth the total price of the trailers and specified the following terms (with our emphasis added):
[¶5] On the Purchase Agreement's reverse side, under the paragraph entitled "Title-Risk of Loss," the Purchase Agreement again specified that: "All products sold to Buyer hereunder shall remain the property of Seller until fully paid for in cash." Mr. Black also signed a separate Promissory Note-Guaranty, promising to pay to Keizer the sum of $81,946.64, with interest at the rate of 14% per annum, in thirty-six monthly installments beginning on January 26, 2011.
[¶6] Mr. Black took possession of the three trailers on December 27, 2010, but they remained titled and registered in Keizer's name. Keizer paid for and supplied license plates for the trailers throughout the duration of Mr. Black's possession. Keizer also continued to maintain and pay for two insurance policies on the three trailers, a commercial policy and an umbrella policy, both issued
[¶7] The commercial policy defines "auto" as:
[¶8] The commercial policy then defines "trailer" to mean, in relevant part, "a semitrailer or a dolly used to convert a semitrailer into a trailer." The umbrella policy uses substantially similar language to define an insured and auto and thereby operates to increase the liability coverage and provide that increased coverage under the same terms as the commercial policy.
[¶9] On April 29, 2012, Mr. Black was operating a tractor pulling one of the Keizer trailers and was involved in an accident on Interstate 80 just east of Cheyenne, Wyoming. The accident resulted in multiple injuries and one fatality. Following the accident, wrongful death and negligence claims were filed against Mr. Black and his business, and CWIC was notified of potential claims against the commercial and umbrella policies it issued Keizer on the trailer involved in the accident.
[¶10] On September 18, 2013, CWIC filed a complaint for declaratory judgment seeking a declaration that the commercial and umbrella policies issued to Keizer do not provide coverage for the claims arising from Mr. Black's accident. The defendants named in CWIC's declaratory judgment complaint included Mr. Black and his business and the plaintiffs in the underlying wrongful death and negligence actions.
[¶11] CWIC filed a motion for summary judgment, and Defendants filed their oppositions and requested that the court issue a judgment declaring that the CWIC policies provide coverage for the claims arising out of Mr. Black's accident. On November 25, 2014, the district court issued a decision letter denying CWIC's motion for summary judgment and directing entry of an order granting Defendants summary judgment. The district court noted the parties' agreement that there were no disputed issues of fact and then ruled (citations omitted):
[¶12] On January 21, 2015, the district court entered its Order Granting Summary Judgment. CWIC thereafter filed its timely notice of appeal to this Court.
[¶13] In a declaratory judgment action, we review an entry of summary judgment as follows:
City of Casper v. Holloway, 2015 WY 93, ¶¶ 27-28, 354 P.3d 65, 73 (Wyo.2015).
[¶14] Regarding our review of summary judgment in the interpretation of a contract, we have said:
Leeks Canyon Ranch, LLC v. Callahan River Ranch, LLC, 2014 WY 62, ¶ 12, 327 P.3d 732, 737 (Wyo.2014) (quoting Claman v.
[¶15] The parties have confirmed the district court's observation that there are no questions of material fact in this case. Our review is therefore confined to questions of law: the district court's interpretation of the Purchase Agreement between Keizer and Mr. Black and the CWIC policies issued to Keizer.
[¶16] An omnibus clause is "a provision in an insurance policy that extends liability coverage to persons who use the named insured's vehicle with his or her permission." 8 Steven Plitt, et al., Couch on Insurance 3d § 111:1 (2014). The commercial and umbrella policies CWIC issued to Keizer each contained an omnibus clause, which provides that an insured under the policy includes both the named insured, Keizer, and "[a]nyone else while using with your permission a covered `auto' you [Keizer] own." Resolution of the insurance coverage question presented here depends upon our interpretation of this omnibus clause. In particular, we must determine the meaning of the terms own and permission, and whether Keizer, under the terms of its Purchase Agreement with Mr. Black, continued to own the trailer involved in the accident, and whether Mr. Black's possession and use of the trailer was with Keizer's permission, as that term is used in the omnibus clause.
[¶17] The parties agree that the Purchase Agreement and the CWIC insurance policies are to be interpreted applying Iowa law.
Pillsbury Co., Inc. v. Wells Dairy, Inc., 752 N.W.2d 430, 436 (Iowa 2008) (emphasis added).
[¶ 18] Regarding the interpretation of insurance policies in particular, the Iowa Supreme Court has explained:
Amish Connection, Co. v. State Farm Fire & Cas. Co., 861 N.W.2d 230, 236 (Iowa 2015); see also State Farm Auto. Ins. Co. v. Malcolm, 259 N.W.2d 833, 836 (Iowa 1977) ("An insurance policy is a contract of adhesion and therefore its provisions will be construed in a light most favorable to the insured.").
[¶ 19] The Iowa Supreme Court has further held that "[w]hen an insurer has `affirmatively expressed coverage through broad promises, [it] assumes a duty to define any limitations or exclusionary clause in clear and explicit terms.'" Farm Bureau Life Ins. Co. v. Chubb Custom Ins. Co., 780 N.W.2d 735, 742 (Iowa 2010) (quoting Malcolm, 259 N.W.2d at 835). When such definitions are not provided, Iowa courts find the ordinary meaning of the controlling terms using the following approach:
Farm Bureau Life Ins. Co. v. Holmes Murphy & Assoc., 831 N.W.2d 129, 134 (Iowa 2013); see also Boelman v. Grinnell Mut. Reinsurance Co., 826 N.W.2d 494, 502 (Iowa 2013) (citing Steel Prods. Co. v. Millers Nat'l Ins. Co., 209 N.W.2d 32, 36 (Iowa 1973)) ("[W]e interpret the policy language from a reasonable rather than a hypertechnical viewpoint.").
[¶20] We begin our analysis by looking to the terms of the omnibus clause contained in Keizer's commercial and umbrella policies, which provides that an insured includes "[a]nyone else while using with your permission a covered `auto' you [Keizer] own." Both the commercial and umbrella policies specify that words and phrases that appear in the policy in quotation marks have special meaning and are defined in the policy's definitions section. The words own and permission, as used in the omnibus clause, do not appear in quotation marks in either policy and the policies do not otherwise define the terms. We, therefore, in keeping with the Iowa rules of policy interpretation, give those terms their ordinary meaning.
[¶ 21] The term own means "[t]o rightfully have or possess as property; to have legal title to." Black's Law Dictionary 1214 (9th ed.2009). The term permission means "1. The act of permitting. 2. A license or liberty to do something; authorization." Black's Law Dictionary 1255 (9th ed.2009). Based on the ordinary meaning of the terms own and permission, we agree with the district court's conclusions that Keizer owned the trailer involved in Mr. Black's accident and Mr. Black was using the trailer with Keizer's permission.
[¶22] With regard to Keizer's ownership of the trailer, the Purchase Agreement states in clear terms, in two separate provisions, that Keizer was to remain the owner of all three trailers until the trailers were paid for in full. There is no dispute that the trailer had not been fully paid for when the accident occurred, and in fact all three trailers have since the accident been returned to Keizer's possession.
[¶23] CWIC acknowledges the ordinary meaning of the omnibus clause terms and the Purchase Agreement's language concerning Keizer's ownership of the trailer, but it offers two reasons this Court should nonetheless find Mr. Black to be the trailer's owner. First, CWIC argues the transaction between Keizer and Mr. Black was a conditional sales agreement, and under this type of transaction, the law dictates that the buyer is the vehicle's owner. Second, CWIC argues that the Iowa owner consent statute applies and requires a finding that Mr. Black was the owner of the trailer involved in the accident. We will consider each of these arguments below, addressing first the contention that the transaction between Keizer and Mr. Black was a conditional sale and then turning to application of the Iowa owner consent statute.
[¶24] CWIC argues that if the Purchase Agreement is read as a whole, this Court must reach the conclusion that what the parties intended was to enter into a conditional sales agreement, whereby Keizer retained title to the trailers, not as an owner
8 Steven Plitt, et al., Couch on Insurance 3d § 112:15 (2014) (footnotes omitted); see also § 112:14 (footnote omitted) ("In essence, when the alleged permittee uses a vehicle not as the insured's vehicle covered by the insured's policy but as his or her own automobile, he or she is not using the covered automobile with the consent of the insured and is not an omnibus insured.").
[¶25] While we recognize the effect of a conditional sales agreement on the applicability of an omnibus clause, we disagree that the Purchase Agreement entered into between Keizer and Mr. Black is a conditional sales agreement under Iowa law. The Iowa Supreme Court has outlined the attributes of a conditional sales agreement:
Industrial Credit Co. v. Hargadon Equipment Co., 254 Iowa 757, 119 N.W.2d 238, 241-42 (1963) (emphasis added).
[¶26] On our review, we find that Keizer's arrangement with Mr. Black has attributes of both a bailment for purchase and a conditional sale. Consistent with the bailment for purchase, the Purchase Agreement's front page refers to the transaction as a "Lease to Purchase," with Keizer remaining the owner of the trailers "until the loan is paid in full." The reverse side of the Purchase Agreement reiterates that Keizer shall retain ownership of the trailers until paid for in full. Additionally, the Purchase Agreement contains no provision entitling Keizer to recover the entire purchase price upon a buyer default and sets forth only one remedy upon the buyer's default: "Buyer agrees that if he becomes more than two payments past due the trailers will be returned to one of our locations and all monies paid to date will be forfeited." The Purchase Agreement is thus consistent with a bailment in that Mr. Black could relieve himself from further liability under the agreement by simply returning the trailers to Keizer.
[¶27] On the other hand, Mr. Black also signed a separate promissory note, the terms of which required him to pay Keizer $81,946.64, with interest at a rate of 14% per annum, in thirty-six monthly installments. Unlike the Purchase Agreement, the promissory
[¶28] We thus have two instruments that seem to be in conflict with each other. The Purchase Agreement specifies that it is a lease to purchase with a default by Mr. Black resulting only in return of the trailers and forfeiture of monies paid. The promissory note, on the other hand, allows Keizer to collect the entire amount promised should Mr. Black fail to make a payment when due. To the extent this Court must determine which of these documents should control in determining the character of the parties' transaction, we are inclined to look to the terms of the Purchase Agreement.
[¶29] First, it is entirely unclear what purpose is served by the promissory note. Keizer neither loaned Mr. Black the face amount of the promissory note nor transferred ownership of the trailers in exchange for the note. Moreover, there appears to be little relationship between the note and the Purchase Agreement. The note requires payment of an amount that is equal to the total purchase price of the trailers, but it does not reference either the Purchase Agreement or the trailers. The Purchase Agreement likewise does not incorporate the promissory note, and its only reference to the note is a provision specifying: "Buyer agrees to the payment schedule on the Promissory Note-Guaranty dated 12/27/2010." When the Purchase Agreement and the Promissory Note are read together, the Promissory Note would appear to do no more than memorialize the parties' agreed upon payment schedule.
[¶30] When we look to the Purchase Agreement to define the character of the transaction between Keizer and Mr. Black, it is clear that the transaction was not a conditional sales agreement. As we noted above, two findings must be made to conclude that a transaction is a conditional sale: 1) the buyer must be obligated to pay the entire purchase price—as opposed to being able return the property and walk away from the deal without incurring further liability; and 2) there must be a delivery of possession coupled with an intention of passing immediate ownership. Indus. Credit Co., 119 N.W.2d at 241-42. With respect to the first requirement, the Purchase Agreement imposes no obligation on Mr. Black to pay the entire purchase price of the trailers and allows him to relieve himself from further liability under that agreement by simply returning the trailers to Keizer. With respect to the second requirement, the Purchase Agreement reflects no intention to pass immediate ownership of the trailers to Mr. Black and in fact clearly expresses an opposite intention that Keizer shall retain ownership of the trailers.
[¶31] Keizer's transaction with Mr. Black was neither a completed sale nor a conditional sale. Keizer therefore retained ownership
8 Steven Plitt, et al., Couch on Insurance 3d § 112:16 (2014) (footnotes omitted); see also State Farm Mut. Auto. Ins. Co. v. Liverett, 475 F.2d 188, 189 (5th Cir.1973) (holding ownership remained in seller where buyer had possession of vehicle but there had been no transfer of title and vehicle remained registered in seller's name); Benton v. State Farm Mut. Auto. Ins. Co., 306 F.2d 179, 181 (6th Cir.1962) (finding no completed sale and holding ownership remained in seller where buyer took possession of vehicle with understanding that seller retained ownership and title until full payment and seller had right to repossess vehicle at any time.).
[¶32] CWIC next argues that the term own, as used in the omnibus clause, should be defined in keeping with the requirements of Iowa's owner consent statute, which defines an owner of a vehicle to mean a person to whom the certificate of title has been assigned as well as the following:
Beganovic v. Muxfeldt, 775 N.W.2d 313, 320 (Iowa 2009). We reject this argument for a number of reasons.
[¶33] As we noted above, the terms of an insurance policy generally are to be given their ordinary meaning. Farm Bureau Life Ins. Co., 831 N.W.2d at 134; see also LeMars Mut. Ins. Co. v. Joffer, 574 N.W.2d 303, 307 (Iowa 1998) ("When words or phrases are undefined in a policy we do not give them a technical or legal meaning. Rather, undefined words are given their ordinary meaning."). The Iowa Supreme Court has recognized, however, that there are circumstances where an insurance policy should be read in conjunction with governing statutes:
Lee v. Grinnell Mut. Reinsurance Co., 646 N.W.2d 403, 406 (Iowa 2002).
[¶34] Lee defines the circumstances under which a statutory definition or requirement should be considered in interpreting an insurance contract, and those circumstances do not exist in this case. First, the statutory definition that CWIC has asked this Court to read into the policies it issued Keizer is drawn from the Iowa owner consent statute, not a statute authorizing insurance contracts
[¶35] Second, the rule of interpretation announced in Lee gives a statutory requirement or definition primacy only where there is a conflict between the statute and the insurance policy in question. There is no such conflict between the CWIC policies and the owner consent statute on which CWIC relies because the owner consent statute does not apply to trailers. See Zimmer v. Vander Waal, 780 N.W.2d 730, 734-35 (Iowa 2010) (holding that trailer is not a motor vehicle as defined by owner consent statute and is therefore not governed by statute). Because no conflict exists between the owner consent statute and the CWIC policies, there is no requirement that the CWIC policies be supplemented with that statute's definitions.
[¶36] The circumstances in this case do not warrant application of the statutory definitions urged by CWIC, and the policies themselves do not incorporate those statutory definitions. We shall therefore give the omnibus clause terms their ordinary meaning.
[¶37] Keizer retained ownership of the trailers through its Purchase Agreement with Mr. Black, and through that same agreement, it gave Mr. Black permission to take possession of and use the trailers. If this transaction reflects ownership and permission that is not of the type CWIC intended to have covered by the omnibus clause of the policies it sold to Keizer, a company that sells trailers as its business, it was incumbent upon CWIC to have made that clear in the terms of the policies. See Farm Bureau Life Ins. Co., 780 N.W.2d at 742 (quoting Malcolm, 259 N.W.2d at 835) ("When an insurer has `affirmatively expressed coverage through broad promises, [it] assumes a duty to define any limitations or exclusionary clause in clear and explicit terms.'"); see also Stahly Cartage Co. v. Universal Mut. Cas. Co., 11 Ill.App.2d 365, 138 N.E.2d 243, 244 (1956) (noting policy provision that excluded coverage for any vehicle "subject to any bailment lease, conditional sale, mortgage or other encumbrance not specifically declared and described in this policy"). Applying the ordinary meaning of the terms own and permission, coverage is available under the omnibus clause of the policies CWIC issued to Keizer.
[¶38] The transaction between Keizer and Mr. Black was neither a completed sale nor a conditional sale. Keizer therefore retained ownership of the trailers, and Mr. Black's use of the trailers was with Keizer's permission, making coverage available under the omnibus clauses of Keizer's CWIC policies. Affirmed.