                                                                          FILED
                           NOT FOR PUBLICATION                             OCT 21 2013

                                                                       MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                      U.S. COURT OF APPEALS



                            FOR THE NINTH CIRCUIT


DARYL J. KOLLMAN,                                No. 08-36017

              Plaintiff - Appellee,              D.C. No. 1:04-cv-03106-PA

CELL TECH INTERNATIONAL, INC., a
Delaware corporation,                            MEMORANDUM*

              Plaintiff-intervenor -
Appellee,

  v.

NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH,
PENNSYLVANIA, a foreign corporation,

              Defendant - Appellant.



DARYL J. KOLLMAN,                                No. 08-36019

              Plaintiff,                         D.C. No. 1:04-cv-03106-PA

  and

CELL TECH INTERNATIONAL, INC., a
Delaware corporation,


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
              Plaintiff-intervenor -
Appellant,

  v.

NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH,
PENNSYLVANIA, a foreign corporation,

              Defendant - Appellee.


                  Appeal from the United States District Court
                           for the District of Oregon
                 Owen M. Panner, Senior District Judge, Presiding

                            Submitted October 8, 2013**
                                Portland, Oregon

Before: SILVERMAN, W. FLETCHER, and CALLAHAN, Circuit Judges.

       National Union Fire Insurance Company appeals the district court’s grant of

partial summary judgment in favor of Cell Tech International, Inc. and Daryl

Kollman. Cell Tech cross appeals the district court’s grant of partial summary

judgment in favor of National Union. We affirm.

       The district court correctly held that the insured-versus-insured policy

exclusion did not apply because Kollman was not an insured under the policy.

Kollman was not a past executive of a subsidiary of Cell Tech. Rather, he was a

        **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
                                          2
past executive of two entities before they were subsidiaries. Except for HumaScan,

as specified in Endorsement 12, the policy did not insure past executives of

previous corporate entities of Cell Tech or its subsidiaries that existed before

August 6, 1999.

      The district court also correctly ruled that National Union did not have a

duty to defend Cell Tech under the policy’s Securities Claims coverage. The

complaint alleged breach of contract, breach of fiduciary duty, conspiracy, and

similar claims, not violations of securities laws. Vague references to potential

securities violations are not enough, and the fact that Kollman may have been able

to amend the complaint to state securities claims (which he never sought to do) is

irrelevant. Oregon law requires that we consider whether the complaint’s

allegations, without amendment, could impose liability for conduct covered by the

policy. Bresee Homes, Inc. v. Farmers Ins. Exch., 293 P.3d 1036, 1039 (Or. 2012).



      AFFIRMED.




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