Vantage, the plaintiff, had purchased insurance from Assured Risk Transfer (ART) against the risk that a company to which Vantage had loaned $22 million would default. ART then reinsured 90% of its risk with seven reinsurance companies. When the borrower defaulted, Vantage made a $22 million claim, which ART denied. An arbitrator decided that ART owed Vantage $22 million plus interest and costs. ART did not pay, claiming it had insufficient assets to satisfy the award and that the only source of funding was amounts owed to it under its reinsurance contracts. The reinsurers, however, refused to pay on the claim. Vantage filed suit in U.S. District Court of the District of Columbia, asserting a claims for breach of contract against the seven reinsurers and negligence and breach of contract against three related companies that provided services to ART—Willis Captive Management, Willis Re, Inc. and Willis Towers Watson Management (the Willis Defendants).

The court first addressed the argument that it could not exert personal jurisdiction over the seven reinsurers. While it found that the requirements for specific jurisdiction over these reinsurers had been met, the court found that Vantage had not effected service of process on these defendants. Vantage had served them through a law firm that was listed in the relevant reinsurance contracts as their agent for service of process, but those contracts authorized service only if ART sued to compel arbitration or enforce an arbitration award. The court found that Vantage could not show that it was a party to any of the reinsurance contracts or overcome the general rule that a reinsurer does not have a contractual relationship with the original insured, and thus that it could not take advantage of the service of process provisions within those contracts. The court then denied Vantage an extension of time to effect service, as Vantage's lack of a contractual relationship with the reinsurers meant that its breach of contract claims against those reinsurers must necessarily fail.

The court then addressed the breach of contract claims against the Willis Defendants. Vantage alleged that they had breached their contractual obligation to transmit information to the reinsurers when they failed to timely notify them of Vantage's $22 million claim—a failure the reinsurers relied upon when denying the claim. However, the court found that the contracts at issue were between the Willis Defendants and ART, not Vantage, giving ART no enforceable right under these contracts, and the court dismissed these claims. However, while no contractual duty existed, the court found that a tort duty might, as the Willis Defendants were alleged to have undertaken to render services to one party (ART) that was necessary for the protection of a third party (Vantage). Thus, the court found that the complaint sufficiently alleged the existence of such a duty to Vantage to avoid dismissal.

Vantage Commodities Financial Service I, LLC, v. Assured Risk Transfer PCC, LLC, et al., Case no. 1:17-cv-01451(TNM) (D.D.C. Aug. 6, 2018)

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