                                United States Court of Appeals,

                                        Eleventh Circuit.

                                    Nos. 95-4731, 95-4797.

 GOLDEN DOOR JEWELRY CREATIONS, INC., a corporation, and Suisse Gold Assayer &
Refinery, Inc., a corporation, Plaintiffs,

      Leach & Garner Company, Westway Metals Corp., Plaintiffs-Intervenors-Appellees,

                   Capital Bank and Stern Metals, Inc., Plaintiffs-Intervenors,

                                                v.

   LLOYDS UNDERWRITERS NON-MARINE ASSOCIATION, an association licensed to
underwrite insurance in the State of Florida, and Peter Frederick Wright, Defendants-Appellants,

             Sanford Credini and Lawrence Systems, Inc., Defendants-Intervenors.

                     LEACH & GARNER COMPANY, Plaintiff-Appellee,

                                                v.

                        Peter Frederick WRIGHT, Defendant-Appellant.

 GOLDEN DOOR JEWELRY CREATIONS, INC., a corporation, and Suisse Gold Assayer &
Refinery, Inc., a corporation, Plaintiffs,

     Leach & Garner Company, Westway Metals Corp., Plaintiffs-Intervenors-Appellants,

                   Capital Bank and Stern Metals, Inc., Plaintiffs-Intervenors,

                                                v.

   LLOYDS UNDERWRITERS NON-MARINE ASSOCIATION, an association licensed to
underwrite insurance in the State of Florida, and Peter Frederick Wright, Defendants-Appellees,

             Sanford Credini and Lawrence Systems, Inc., Defendants-Intervenors.

                    LEACH & GARNER COMPANY, Plaintiff-Appellant,

                                                v.

                        Peter Frederick WRIGHT, Defendant-Appellee.

                                         July 28, 1997.

Appeals from the United States District Court for the Southern District of Florida. (No. 83-1409-
CIV-SMA), Sidney M. Aronovitz, Judge.

Before HATCHETT, Chief Judge, BARKETT, Circuit Judge, and RONEY, Senior Circuit Judge.

       HATCHETT, Chief Judge.
       In this appeal involving a claim for breach of an insurance contract, we affirm the district

court's (1) decision granting summary judgment against the insurer, (2) damage award and (3) denial

of supersedeas bond premiums. We reverse and remand for the district court to recalculate the

prejudgment interest from the date that the payment became due rather than the date of loss.

                                              FACTS

       Sanford Credini and his wife each owned fifty percent of two companies, Golden Door

Jewelry Creations, Inc. (Golden Door) and Suisse Gold Assayer and Refinery, Inc. (Suisse Gold).

Credini functioned as the president and "principal operating officer" of both corporations. In

addition to common ownership, the businesses shared common office space in Miami, Florida.

Suisse Gold purchased scrap gold for refinement and resale. Golden Door purchased refined gold

and precious metals, from which it created jewelry and other objects for resale. The businesses often

acted in tandem, with Suisse Gold selling most of its output to Golden Door.

       Both companies obtained their respective gold supplies from third parties. Leach and Garner

Company (Leach) consigned refined gold to Golden Door pursuant to a consignment agreement.

Westway Metals Corp. (Westway) entered into a similar consignment agreement for scrap gold with

Suisse Gold. Golden Door retained a warehouser, Lawrence Systems (Lawrence), to store the

consigned materials. Lawrence stored, and retained in its possession, Leach's and Westway's gold

stock in two separate safes on the premises of Golden Door and Suisse Gold, but one representative

of Golden Door and Suisse Gold, respectively, also retained access to the gold.

       In 1981, Golden Door and Suisse Gold purchased a "jeweller's block policy" from Lloyds

Underwriters Non-Marine Association and its representative underwriter, Peter Wright (collectively,

Lloyds). The policy insured all jewelry products owned by, delivered to or entrusted to Golden

Door or Suisse Gold against all risks, including theft, subject to several exclusions. The policy

specifically named the insured as "Sanford [Cr]edin, doing business as Golden Door ... and/or Suisse

Gold." Over the next several years, Golden Door and Suisse Gold renewed and amended the policy,

adding excess policies and endorsements. These amendments increased the coverage for each

company to $6,000,000. One endorsement added Westway as a "loss payee" for coverage afforded
to Suisse Gold. Leach was not added as a loss payee.

       On February 10, 1983, an unknown party, later identified as Credini, stole $9,000,000 of

goods from Golden Door, Suisse Gold and the safes containing Leach's and Westway's gold.

Attempting to conceal his theft, Credini initially filed a claim with Lloyds. Upon investigating the

claim, however, Lloyds refused payment because it suspected that Credini had been involved in the

loss. In 1988, following a flight from jurisdiction and extradition back to the United States, a grand

jury indicted Credini, and he pleaded guilty to conspiracy in the United States District Court for the

Southern District of Florida.

                                    PROCEDURAL HISTORY

       On May 5, 1983 (prior to Credini's guilty plea), Golden Door and Suisse Gold filed an action

for breach of contract against Lloyds in the Circuit Court for the Eleventh Judicial Circuit of Dade

County, Florida, seeking to recover under the policy. On June 8, 1983, Lloyds filed a petition for

removal to the United States District Court for the Southern District of Florida. Lloyds's answer

defended the action on the ground that the loss resulted from the dishonest act of an assured or its

employee, an exception to the policy enumerated in Paragraph 5(A). Lloyds also asserted that the

assureds' failure to maintain a detailed and itemized list of property precluded coverage pursuant to

Paragraph 8(A) of the policy.

       On March 13, 1984, Leach intervened as a plaintiff and asserted its right to recover as a
consignor-beneficiary. On December 11, 1984, Westway also intervened as a plaintiff.1 Both Leach

and Westway filed separate actions against Lloyds on the same grounds. The district court

consolidated these actions.

       On August 15, 1985, Lloyds filed its first motion for summary judgment. Following

discovery, Lloyds renewed its motion and the district court issued its first published disposition in

this case. The court granted Lloyds's motion for summary judgment in part, barring Credini, Golden

Door and Suisse Gold from recovery for violating Paragraph 8(A). Golden Door Jewelry Creations,


   1
    Other companies also intervened but have been dismissed during the course of this litigation.
Inc. v. Lloyds Underwriters, 748 F.Supp. 1529, 1534-35 (S.D.Fla.1990) (Golden Door I). The court

denied, however, Lloyds's motions as against Leach and Westway (hereinafter, the Consignors) and

granted the Consignors' motions for summary judgment. Golden Door I, 748 F.Supp. at 1536-46.

The court held that the Consignors had a direct right of recovery under any of three theories: (1) as

third-party beneficiaries; (2) under the legal liability of Golden Door and Suisse Gold (hereinafter,

the Insureds); or (3) pursuant to a reformation of the contract giving the Consignors status as loss

payees and/or named co-insureds. Golden Door I, 748 F.Supp. at 1537. In its reformation of the

policy, the court also rendered the policy defenses inapplicable to the Consignors, thus denying

Lloyds's argument of policy defenses and coverage exclusions. Golden Door I, 748 F.Supp. at 1543-

46.

       Upon Lloyds's motion for reconsideration, the court reaffirmed its holding that the

Consignors "entrusted" the goods to the Insureds as required under the policy and that Credini's

dishonesty did not preclude the Consignors' ability to recover. Golden Door Jewelry Creations, Inc.

v. Lloyds Underwriters, 758 F.Supp. 708, 711-15 (S.D.Fla.1991) (Golden Door II). The court also

awarded damages to the Consignors and prejudgment interest from the date of loss. Golden Door

II, 758 F.Supp. at 721-22. Finally, the district court adopted the recommendation of the Special

Master not to strike Lloyds's pleadings despite Lloyds's payments to fact witnesses. Golden Door

II, 758 F.Supp. at 723.

       On appeal, this court vacated the district court's decision and remanded for further

proceedings. Golden Door Jewelry Creations, Inc. v. Lloyds Underwriters Non-Marine Ass'n, 8

F.3d 760 (11th Cir.1993) (Golden Door III). This court first rejected Lloyds's argument that the

policy did not include coverage for the legal liability of the Insureds. Golden Door III, 8 F.3d at

765. The panel reversed the district court's reformation of the contract, however, holding that the

facts did not support reformation under Florida law and that the Consignors' interest in recovery was

subject to the policy's conditions and exclusions. Golden Door III, 8 F.3d at 766-68. We remanded

for the district court to determine whether Credini's thievery breached the policy exclusions, thus

precluding coverage for all parties under the policy. Golden Door III, 8 F.3d at 768. Finally, this
court also declined to address Lloyds's payments to witnesses because the district court had not

sufficiently addressed the merits of the claim. Golden Door III, 8 F.3d at 768-69. On August 22,

1994, this court issued a corrected Judgment Mandate awarding Lloyds "costs on appeal to be taxed

by the Clerk of this court."

       On remand, the district court reaffirmed its prior decisions, albeit on different grounds. The

court first adopted in part, and overruled in part, the opinion of the Special Master regarding

Lloyds's payments to witnesses. Golden Door Jewelry Creations, Inc. v. Lloyds Underwriters Non-

Marine Ass'n, 865 F.Supp. 1516 (S.D.Fla.1994) (Golden Door IV). The court rejected the

Consignors' argument that the payments made to fact witnesses violated 18 U.S.C. § 201(c)(2).

Golden Door IV, 865 F.Supp. at 1523-24. The court determined, however, that the payments were

unethical and in violation of Rule 4-3.4 of the Rules of Professional Conduct, as adopted in Florida

during the relevant time period. Golden Door IV, 865 F.Supp. at 1524-26. As a sanction, the court

excluded all evidence tainted by the ethical violations. Golden Door IV, 865 F.Supp. at 1526-27.

       In a separate opinion, the district court also reconsidered the parties' motions for summary

judgment. Golden Door Jewelry Creations, Inc. v. Lloyds Underwriters, 888 F.Supp. 1150

(S.D.Fla.1995) (Golden Door V). As before, the court rejected Lloyds's motions and granted

summary judgment to the Consignors. The court held that Golden Door III limited the scope of the

remand to the application of the policy exclusions to the Consignors. Golden Door V, 888 F.Supp.

at 1153. The court thus held that the Consignors could recover pursuant to the legal liability

provisions because the coverage exclusions were severable and only precluded the recovery of the

assured who arranged the theft. Golden Door V, 888 F.Supp. at 1155-57. In an unpublished

companion order, the court accepted the magistrate judge's recommendation and granted Lloyds

reimbursement for costs, rejecting Lloyds's argument that the premiums on its supersedeas bonds

should be taxed as costs under Federal Rule of Appellate Procedure 39. Upon Lloyds's motion to

reconsider, the court affirmed its decision except that the court revised the applicable prejudgment

interest rate from twelve percent to eight percent after December 31, 1994, pursuant to sections

55.03 and 687.01 of the Florida Statutes. Lloyds filed this appeal of Golden Door V and its two
companion orders, and the Consignors cross-appealed.

                                           CONTENTIONS

        Lloyds contends that the district court erroneously granted summary judgment to the

Consignors. According to Lloyds, the Consignors have no direct right of recovery and their interests

are subject to the terms and exclusions of the policy. As loss payees or third party beneficiaries, the

Consignors are barred from recovery where the named insured cannot recover or where the policy

has been breached. Lloyds argues that several provisions of the policy estop the Consignors from

recouping their losses: (1) the Consignors did not entrust the stolen property to the Insureds,

pursuant to Paragraph 3(C), because the Consignors delivered and entrusted their property to

Lawrence, the warehouser; (2) recovery is barred because the district court previously granted

summary judgment to Lloyds against the named assureds—Credini, Golden Door and Suisse

Gold—for violating Paragraph 8(A) of the policy; (3) paragraph 5(A) of the policy precludes

recovery for losses caused by dishonest acts of the "Assured or his or their employees"; and (4)

Credini's fraudulent claim on behalf of the Insureds violated Paragraph 21 of the policy, causing the

policy to become void. Lloyds also asserts that the district court erroneously limited the scope of

the remand to the applicability of the policy exclusions and the witness payment issue.

        Lloyds offers three additional challenges to the remand decision. First, Lloyds contends that

the district court improperly calculated the Consignors' losses to include intangible security interests,

including gold that represented collateral for debts that the Insureds owed to the Consignors. Lloyds

argues that pursuant to Paragraph 3(A), the policy only provided coverage for tangible property.

Second, Lloyds argues that the district court erroneously withheld reimbursement for the

supersedeas bond premiums Lloyds paid for the first appeal, as Federal Rule of Appellate Procedure

39 provides for the inclusion of premiums paid for costs of supersedeas bonds in the taxation of

appellate costs when the appeal results in a reversal. Third, the district court incorrectly computed

the prejudgment interest from the date of loss rather than from the date that the payments were due.

        The Consignors contend that the district court properly awarded them summary judgment

because the policy language renders the exclusions severable, thereby allowing innocent assureds
to recover despite the misconduct of a co-assured. Under these facts, the innocent Insureds, Golden

Door and Suisse Gold, did not violate any of the policy exclusions. Moreover, the Consignors'

property is covered under Paragraph 3(C) because both the district court and this court properly held

that the Consignors entrusted their property to the Insureds. In addition, the summary judgment

order imposed against the Insureds for violating Paragraph 8(A) does not bar the Consignors'

recovery because that paragraph is inapplicable to losses of entrusted property. Furthermore,

Credini's violation of the dishonest acts provision in Paragraph 5(A)(1) is inapplicable because the

policy distinguishes officers from employees. Finally, according to the Consignors, Paragraph 21

is inapplicable; Credini's acts cannot be imputed to the Insureds because Credini acted adversely

to their interests.

         The Consignors offer several responses to Lloyds's additional contentions. First, Lloyds

failed to present a specific showing of error in the valuation of the Consignors' losses or an

alternative valuation. Paragraph 3(C) provides coverage for tangible and intangible property, and

the record clearly supports the district court's calculation of the gold that the Consignors entrusted

to the Insureds. Second, the court properly denied supersedeas bond premium costs because Golden

Door III merely vacated, but did not completely reverse, the district court's prior decision.

Therefore, under these circumstances, Rule 39(a) requires this court to expressly provide for the

appellate costs awarded. Third, the district court properly ordered interest from the date of loss

because under Florida law the insurer's denial of coverage precludes the insurer from enforcing a

provision for payment after the date of loss.2

                                           DISCUSSION

   2
     On cross-appeal, the Consignors argue that: (1) the district court should have found that
Lloyds's payments to fact witnesses violated 18 U.S.C. § 201(c)(2) because the statute does not
require that the payments constitute a bribe for false testimony; and (2) the court should have
stricken Lloyds's pleadings as the appropriate sanction for these payments. We reject the
Consignors' argument regarding section 201(c)(2) as meritless in light of our decision in United
States v. Moody, 977 F.2d 1420, 1425 (11th Cir.1992) (section 201(c)(2) "obviously proscribes a
bribe for false testimony; persons of ordinary intelligence would come to no other conclusion"),
cert. denied, 507 U.S. 944, 113 S.Ct. 1348, 122 L.Ed.2d 730 (1993). Moreover, we find that the
sanction imposed—barring Lloyds from using the testimony of paid witnesses—adequately
penalized Lloyds for violating Rule 4-3.4(b) of the Rules of Professional Conduct and did not
constitute an abuse of the district court's discretion.
        The district court properly interpreted the scope of this court's previous remand order and

granted summary judgment to the Consignors. We conduct a de novo review of a district court's

decision to grant summary judgment. Rooney v. Watson, 101 F.3d 1378 (11th Cir.1996); Duke v.

Massey, 87 F.3d 1226 (11th Cir.1996). Applying the standards that the district court employed, we

independently review the record to determine whether a genuine issue as to any material fact exists.

"A genuine issue of material fact exists when a reasonable trier of fact considering the record

evidence could find for the nonmoving party." Duke, 87 F.3d at 1231. We review the evidence in

the light most favorable to the nonmoving party, with all reasonable inferences in support thereof.

Rooney, 101 F.3d at 1380.

        Prior to addressing Lloyds's contentions regarding the applicability of the policy exclusions

under these facts, we must first address two foundational issues that this court's previous decision

forecloses. Lloyds first argues that the legal liability provision of the policy does not provide the

Consignors with a direct claim for recovery. Paragraph 3 of the policy provides:

3. The property insured is as follows:

       (C) Property as above described, delivered or entrusted to the Assured by others who are
       dealers in such property or otherwise engaged in the jewellery trade, but only to the extent
       of the Assured's own actual interest therein because of money actually advanced thereon, or
       legal liability for loss of or damage thereto.

In Golden Door III, we held that "the conclusion is inescapable: the jewelers' block policy includes

coverage for the legal liability of the assured deriving from the loss of the property." 8 F.3d at 765.

In fact, we found that "Lloyds ... assumed that consignors would have coverage; the coverage they

anticipated, however, was within the terms and exclusions of the policy." Golden Door III, 8 F.3d

at 767. We vacated the district court's final judgment and remanded for reconsideration on the

ground that the district court erroneously reformed the insurance contract and insulated the

Consignors from the applicable policy exclusions. Golden Door III, 8 F.3d at 768. This

determination did not foreclose the Consignors' right to recovery; rather, this court opined that the

policy exclusions circumscribed the Consignors' rights under the policy. See Golden Door III, 8

F.3d at 767 n. 11. We remanded the case for the district court to resolve "whether the facts of this

case satisfy this coverage exclusion." Golden Door III, 8 F.3d at 768. We therefore agree with the
district court that "the [C]onsignors may recover directly against Lloyds [pursuant to the legal

liability provisions of the policy], provided the terms and conditions of the policy do not preclude

recovery." Golden Door V, 888 F.Supp. at 1158.

        Lloyds also challenges the applicability of the legal liability coverage under these facts.

Lloyds argues that the Consignors did not entrust their property to the Insureds, as required for the

legal liability coverage to attach pursuant to Paragraph 3(C), because Lawrence actually held the

gold consigned to the Insureds. This court's prior decision forecloses this issue as well. In Golden

Door III, we held that "the property at issue in this case falls into the third class of property, which

is defined as ... [p]roperty ... entrusted to the Assured...." 8 F.3d at 765. Under the law of the case

doctrine, this issue should not be relitigated. See Burger King Corp. v. Pilgrim's Pride Corp., 15

F.3d 166, 169 (11th Cir.1994) ("[F]indings of fact and conclusions of law by an appellate court are

generally binding in all subsequent proceedings in the same case in the trial or on a later appeal.");

see also Wheeler v. City of Pleasant Grove, 746 F.2d 1437, 1440 (11th Cir.1984) (law of the case

doctrine encompasses issues explicitly and implicitly decided). The Consignors therefore may seek

compensation under the legal liability provision provided that no policy exclusions apply. We must

now examine Lloyds's arguments in that regard.

A. Policy Exclusions

        The severability of the policy exclusions is the foundational premise of the district court's
decision. Severability of contractual provisions protects a named assured from the contractually

violative acts of a co-assured. The determination of severability depends on the contractual

language at issue. Overton v. Progressive Ins. Co., 585 So.2d 445, 447 (Fla. 4th D.C.A.1991).3 A

policy jointly covers all insured parties if fraud or dishonesty on behalf of any insured precludes

coverage. See State Farm Fire & Cas. Ins. Co. v. Kane, 715 F.Supp. 1558, 1561-62 (S.D.Fla.1989)

(citing Sales v. State Farm Fire & Cas. Co., 849 F.2d 1383, 1385 (11th Cir.1988), rev'd on other

grounds, 902 F.2d 933 (11th Cir.1990)). Inclusion of the phrase "the insured," on the contrary,

permits an innocent coinsured to recover. See Michigan Millers Mut. Ins. Corp. v. Benfield, 902

   3
    The parties do not dispute that Florida law applies to this diversity action.
F.Supp. 1509, 1514 (M.D.Fla.1995); cf. Sales, 849 F.2d at 1385 (distinguishing use of "any

insured" from "the insured"); Allstate Ins. Co. v. McCranie, 716 F.Supp. 1440, 1447 (S.D.Fla.1989)

(use of the phrase "an insured" excludes coverage for "all claims which arise from the intentional

acts of any one insured"), aff'd, 904 F.2d 713 (11th Cir.1990). Florida courts have found that the

term "the assured" is, at least, ambiguous and requires a finding of severability. See Auto-Owners

Ins. Co. v. Eddinger, 366 So.2d 123, 124 (Fla.2d D.C.A.1979); see also Overton, 585 So.2d at 449.

The Florida Supreme Court cited Eddinger's innocent co-insured doctrine with approval in

Everglades Marina, Inc. v. American Eastern Development Corp., 374 So.2d 517, 519 (Fla.1979).

The policy at issue herein employs the phrase "the Assured," and we therefore deem the policy

provisions severable.

1. Paragraph 8(A)

        This provision of the policy, as well as the previous determinations of the district court,

foreclose Lloyds's contention that the summary judgment previously imposed against the Insureds

precludes the Consignors' recovery. In Golden Door I, the district court entered summary judgment

against Credini, Golden Door and Suisse Gold for failure to properly maintain an inventory of their

property pursuant to Paragraph 8(A) of the policy. Golden Door I, 748 F.Supp. at 1535-36.

Paragraph 8(A) states:

       The Assured will maintain a detailed and itemized inventory of his or their property and
       separate listing of all travellers' stocks, in such manner that the exact amount of loss or
       damage can be accurately determined therefrom by [Lloyds].

       As referenced above, Paragraph 3 of the policy delineates the three categories of property

to which coverage is extended. Paragraph 3(A) describes the property of the assureds:

       Pearls, precious and semi-precious stones, jewels, jewellery, watches and watch movements,
       gold, silver, platinum, and other precious metals, alloys and other stock usual to the conduct
       of the Assured's business, owned by the Assured.

(emphasis added). Paragraph 3(C), as quoted above, describes property "delivered or entrusted to

the [a]ssured by others."4

       The policy language thus clearly distinguishes between the property coverage afforded to

   4
    None of the parties contend that the terms of Paragraph 3(B) are relevant to this appeal.
the Paragraph 3(A) property of the assureds and the legal liability coverage provided for the

Paragraph 3(C) property entrusted to the assureds. The inventory requirements of Paragraph 8(A)

apply only to Paragraph 3(A) property. Golden Door V, 888 F.Supp. at 1159. The Insureds' breach

of the record-keeping provisions of Paragraph 8(A) therefore only precluded them from recovering

for the loss of their own property, as defined in Paragraph 3(A). See Golden Door I, 748 F.Supp.

at 1535-36 ("This limited ruling shall not be interpreted, however, to impact upon the opportunities

for recovery provided the intervenors...."). Absent additional breaches of the policy, the remainder

of the policy remains intact and the legal liability provisions remain accessible to the Insureds. See

8 Couch on Insurance 2d § 37A:797-98 (1985). The Consignors are therefore entitled to seek

recovery for Paragraph 3(C) property because Lloyds has not shown that either the Insureds or the

Consignors violated the inventory requirements of Paragraph 8(A) or any other provision with

respect to the entrusted property.

2. Paragraph 5(A)

        Lloyds's reliance on the dishonest acts exception of Paragraph 5(A) is also misguided.

Paragraph 5(A) excludes recovery for losses resulting from

       [l]oss, damage or expense caused by or resulting from sabotage, theft, conversion or other
       act or omission of a dishonest character (1) on the part of the Assured or his or their
       employees, or (2) on the part of any person to whom the property hereby insured may be
       delivered or entrusted by whomsoever for any purpose whatsoever....

Lloyds contends that Credini's theft of the property violated this provision because Credini acted as

an "employee" pursuant to Paragraph 5(A)(1). That is, Lloyds argues that Credini held the status

of both an employee and an officer of the Insureds. In the alternative, Lloyds asserts that this court

must impute Credini's unlawful act to the Insureds under Paragraph 5(A)(1) or as "persons to whom

the property ... [was] entrusted" under Paragraph 5(A)(2).

        "Under the ordinary principals [sic] of contract interpretation, a court must first examine the

natural and plain meaning of a policy's language." Key v. Allstate Ins. Co., 90 F.3d 1546, 1548-49

(11th Cir.1996). Where the policy language is inconsistent, ambiguous or otherwise not open to

reasonable construction, the court must interpret the policy in accordance with the applicable rules

of construction. Florida law provides that ambiguities should be construed against the drafter of the
contract. See Hurt v. Leatherby Ins. Co., 380 So.2d 432, 434 (Fla.1980). "[A]mbiguities in

insurance contracts generally are construed in favor of providing coverage." Key, 90 F.3d at 1549;

see also Nu-Air Mfg. Co. v. Frank B. Hall & Co. of N.Y., 822 F.2d 987, 992 (11th Cir.1987)

("Florida law requires that we resolve a conflict between the provisions of an insurance contract so

as to afford maximum coverage to the policyholder."), cert. denied, 485 U.S. 976, 108 S.Ct. 1270,

99 L.Ed.2d 481 (1988).

       The policy itself belies Lloyds's claim that Credini should be considered an employee for

purposes of Paragraph 5(A)(1).5 The policy distinguishes between corporate officers and employees.

Paragraph 5, upon which Lloyds relies, excludes coverage for the dishonest acts of employees.

Paragraph 5(H) excludes coverage for property worn by "the Assured, officer of the corporation,

member of the firm, director, agent, employee, servant, or messenger of the Assured...."

        We cannot accept Lloyds's contention that an officer is an employee for purposes of

Paragraph 5(A). As the district court held:

               The adoption of the expansive language in [Paragraph] 5(H) demonstrates that the
       drafter of the policy had contemplated a policy exclusion that would cover any person
       associated with the Assured. The exclusion in [Paragraph] 5(A), on the other hand, is much
       more limited in scope, covering only the Assured and "employees."

Golden Door V, 888 F.Supp. at 1156. In its brief, Lloyds admits that Credini was an officer of the

Insureds, but, nonetheless, Lloyds seeks to obtain the benefit of both titles. Adopting such an

interpretation would render much of the language in Paragraph 5(H) superfluous because the term

"employee" in paragraph 5(A)(1) would encompass several of the positions specifically listed in the

former provision. "[A]n interpretation which gives a reasonable meaning to all provisions of a

contract is preferred to one which leaves a part useless or inexplicable." Premier Ins. Co. v. Adams,

632 So.2d 1054, 1057 (Fla. 5th D.C.A.1994); see also Restatement (Second) of Contracts § 203(a)

(1981) ("[A]n interpretation which gives a reasonable, lawful, and effective meaning to all the terms

is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect."); cf.

   5
    As discussed above, the contractual provisions are severable, creating separate contractual
obligations with each insured. See Eddinger, 366 So.2d at 124. In order to preclude coverage,
Lloyds must therefore show that Credini acted on behalf of the Insureds, causing the Insureds to
forfeit their status as innocent co-insureds.
Maccaferri Gabions, Inc. v. Dynateria, Inc., 91 F.3d 1431, 1442 (11th Cir.1996) ("[W]e are mindful

of the need to give effect to the entire agreement and to avoid an interpretation that creates an

unnecessary conflict between its terms."), cert. denied, --- U.S. ----, 117 S.Ct. 1430, 137 L.Ed.2d

539 (1997). Furthermore, an exclusionary provision must be narrowly and literally construed to

ensure that it unambiguously prohibits coverage. See Indiana Ins. Co. v. Miguelarcaina, 648 So.2d

821, 823 (Fla.3d D.C.A.1995); see also Hodges v. National Union Indem. Co., 249 So.2d 679, 681

(Fla.1971).6

        Lloyds's alternative contention regarding the application of Paragraph 5(A)(2) also lacks

merit. Lloyds argues that Credini acted on behalf of the Insureds at the time of the theft. Under this

theory, neither Golden Door nor Suisse Gold is an "innocent co-assured" because the Consignors

entrusted their property to the Insureds, and Credini, as an officer of both corporations, functioned

as an extension of the Insureds. Lloyds, citing Cora Pub, Inc. v. Continental Casualty Co., 619 F.2d

482 (5th Cir.1980), contends that a corporate entity cannot recover under an insurance policy when

the president, principal operating officer and fifty percent shareholder steals or destroys the insured

property.7

        We reject the invitation to impute Credini's illegal acts to the Insureds. Florida law prohibits

attributing the acts of a corporate officer to the corporation where the officer acts outside of his

authority or adversely to the interests of the corporate entity. See State Dep't of Ins. v. Blackburn,
633 So.2d 521, 524 (Fla.2d D.C.A.1994); see also Lanchile Airlines v. Connecticut Gen. Life Ins.

Co. of N. Am., 759 F.Supp. 811, 814 (S.D.Fla.1991) ("knowledge and conduct of an agent will not

   6
    While the district court cited Flight Equipment and Engineering Corp. v. Shelton, 103 So.2d
615, 623 (Fla.1958), for the proposition that the Florida Supreme Court has "drawn a distinction
between corporate officers and employees," we are not convinced that this holding remains
viable. See Fla. Stat. § 607.01401(9) (1993) (defining the term "employee" under the Florida
Business Corporation Act as "includ[ing] an officer but not a director.") Despite our misgivings
about Shelton, the distinction between "officer" and "employee" found in the terms of this policy
supports the district court's determination.
   7
    On the previous remand, Lloyds argued that the "sole actor doctrine" required that the
district court attribute Credini's actions to the Insureds given Credini's status as the primary
representative of the Insureds. See Vail Nat. Bank v. Finkelman, 800 P.2d 1342, 1345
(Colo.App.1990). Lloyds failed to explicitly assert this contention in its briefs, and we regard it
abandoned for purposes of this appeal.
be imputed to a principal if an agent is secretly ... acting adversely to the principal and entirely for

his own or another's purposes.") (internal quotation marks omitted); Tew v. Chase Manhattan Bank,

N.A., 728 F.Supp. 1551, 1560. (S.D.Fla.1990).

       The underlying facts show that Credini did not act in furtherance of the Insureds' interests

when he stole company property and subsequently filed a fraudulent claim for the loss. In the

indictment to which Credini pleaded guilty, the government charged that "Credini unlawfully

entered the safes of Lawrence Systems and stole the gold supplies which were the property of Leach

and Garner and Westway, and embezzled the gold of Golden Door and Suisse Gold, to pay his

casino gambling losses." Credini therefore perpetrated the theft and embezzlement solely for his

own benefit. Credini's actions represent not only a disregard for the interests of the Insureds, they

were directly antagonistic to those interests.8

3. Paragraph 21

        Our decision not to impute Credini's actions to the insured also forecloses Lloyds's reliance

on the exclusion in Paragraph 21, which provides:

       If the Assured shall make any claim knowing the same to be false or fraudulent, as regards
       amount or otherwise, this Policy shall become void and all claim hereunder shall be
       forfeited.

Lloyds contends that Credini's fraudulent claim and the Insureds' failure to amend or rescind the

claim upon notice of the impropriety voided the policy and precludes all coverage.
       As stressed above, the use of the term "the Assured" renders Paragraph 21 severable.

Credini's actions are therefore distinguishable from the innocent Insureds unless we impute Credini's

actions to the Insureds. As previously discussed, Credini's actions should not be imputed to the

Insureds because Credini acted adversely to their interests.

       Lloyds's attempt to separate the theft from the fraudulent claim lacks merit. Although

Credini filed the claim in order to reimburse the Insureds for the property he stole, in doing so he

acted out of self-interest—to cover his tracks. It is disingenuous to distinguish the theft from the

   8
    We also refuse to accept Lloyds's contention that Credini's wife implicitly participated in the
robbery or the ensuing attempted coverup. Indeed, Lloyds admits that it presented no record
evidence of Credini's wife's knowledge or participation in the illegal scheme.
claim because they both constituted integral parts of Credini's scheme. This fraudulent, illegal

scheme was adverse to the corporation's interests. Moreover, as the district court held, "[w]ith no

imputation of knowledge, the corporations did not know the proof of loss was false." Golden Door

V, 888 F.Supp. at 1159. The Insureds therefore did not knowingly submit a false or fraudulent

claim, as required to void the policy under Paragraph 21. Furthermore, neither the Insureds nor the

Consignors violated any alleged duty to amend the claim.

        In sum, we hold that Lloyds has not shown that either the Consignors or the Insureds violated

the policy exclusions. The Consignors are therefore entitled to recover their losses under the legal

liability provisions.

B. Calculation of Damages

        We now consider whether the district court erroneously calculated the Consignors' damages

to include non-covered property. We ordinarily review the district court's factual findings for clear

error. Davis v. Prudential Sec., Inc., 59 F.3d 1186, 1188 (11th Cir.1995). In this challenge,

however, it appears that Lloyds finds fault with the district court's interpretation of the policy

coverage rather than the monetary value attached to the property itself. Thus, we review the district

court using the de novo standard. See Zaklama v. Mount Sinai Med. Ctr., 906 F.2d 650, 652 (11th

Cir.1990).

        The district court properly interpreted the policy coverage and calculated the losses. Lloyds

erroneously relies on the text of Paragraph 3(A) for its argument that the policy covers only tangible

property. This reliance is misplaced, however, because the legal liability coverage provided to the

Consignors is derived from Paragraph 3(C) rather than Paragraph 3(A). Paragraph 3(C) protects

property "to the extent of the Assured's own interest therein because of money actually advanced

thereon, or legal liability for loss of or damage thereto." The Insureds retained an interest in the gold

which the Consignors entrusted to them, even if the parties used a portion of the gold for security

purposes.

        The district court rendered a detailed analysis of Lloyds's non-tangible losses argument in

Golden Door II, 758 F.Supp. at 719-20. The court properly held that the " "legal liability' under the
consignment agreements encompasses a great deal more than the gold held on consignment for

public sale ... and include[s] ... the gold so held to secure additional obligations." Golden Door II,

758 F.Supp. at 720. We agree that Paragraph 3(C) encompasses both tangible property and gold

representing indebtedness to the Consignors. Lloyds cannot use Paragraph 3(A) to limit the legal

liability coverage described in Paragraph 3(C).

C. Supersedeas Bond Premiums

        The next issue for consideration is whether the district court erroneously held that premiums

on supersedeas bonds are not included in the taxation of costs unless the appellate court so orders.

We review the district court's decision de novo. Federal Rule of Appellate Procedure 39(a) provides

that "if a judgment is affirmed or reversed in part, or is vacated, costs shall be allowed only as

ordered by the court." Fed. R.App. P. 39(a). Rule 39(e) states that "the premiums paid for the cost

of supersedeas bonds ... shall be taxed in the district court as costs of the appeal in favor of the party

entitled to costs under this rule." Fed. R.App. P. 39(e).

        In order to pursue the appeal in Golden Door III, Lloyds posted a supersedeas bond. In

Golden Door III, this court held that "the final judgments entered on behalf of consignors must be

vacated. The case is remanded to the district court for further proceedings not inconsistent with this

opinion." 8 F.3d at 769. On August 22, 1994, this court issued a corrected Judgment Mandate

awarding Lloyds "costs on appeal to be taxed by the Clerk of this court." Lloyds thereafter filed a

Verified Motion to Tax Costs seeking reimbursement for the bond premiums.

        Relying on Graham v. Milky Way Barges, Inc., 122 F.R.D. 18 (E.D.La.1988), the magistrate

judge recommended that the district court deny supersedeas bond premiums because the Judgment

Mandate failed to specifically include those costs. The magistrate judge held that when an appellate

court vacates the district court's judgment on appeal, Rule 39(a) provides for costs "only as ordered

by the [appellate] court." Again, this court's Judgment Mandate failed to explicitly provide for

supersedeas bond premiums. Moreover, the magistrate judge refused to imply the inclusion of such

bond premium costs because the Judgment Mandate directed the Clerk of this court to tax the costs

of appeal, while Rule 39(e) specifically provides for recovery of bond premiums in the district court.
        We affirm the denial of supersedeas bond premiums. It appears that this issue is one of first

impression in this circuit. Rule 39(a) leaves the imposition of costs to the discretion of the appellate

court where the lower court judgment is affirmed in part, reversed in part or vacated. In exercising

this discretion, a court must provide a specific directive. The phrase "only as ordered by the court"

does not provide the parties with a unfettered right to all costs incurred on appeal. Rather, in cases

where this court's determination does not produce closure, we must determine the relief to which the

parties are entitled. Where this court's order fails to explicitly grant a class of costs, we must

interpret that silence as a rejection of those costs.

        We find support for our position in Conway Groves, Inc. v. Coopers & Lybrand, 158 F.R.D.

505 (M.D.Fla.1994). Under the facts in Conway, this court had affirmed in part, vacated in part and

remanded a lower court's decision. This court had also ordered the parties to equally divide the costs

of appeal "to be taxed by the clerk of this court." The district court held that Rule 39(a) required

the appellate court to specify the costs to be taxed on appeal. Our court's inclusion of the phrase

"clerk of this court" precluded the district court from awarding supersedeas bond premium costs

because Rule 39(e) places bond premium costs within the mandatory auspices of the district court.

In contrast, the costs of briefs, appendices and copies of records "undisputably fall within the ambit

of the [appellate] court's order because these costs are specifically discussed in Rule 39(c)."

Conway, 158 F.R.D. at 506; see also Graham, 122 F.R.D. at 20. Rule 39(a) places discretion in the

appellate court. A general order for the clerk of the appellate court to tax costs encompasses those

costs enumerated in Rule 39(e) and does not include costs for supersedeas bond premiums.

D. Calculation of Prejudgment Interest

        The final issue is whether the district court properly computed the prejudgment interest from

the date of loss rather than from the date payments became due pursuant to the policy. Lloyds

contends that "in contract actions interest is allowable from the date that the debt is due."

Lumbermens Mut. Cas. Co. v. Percefull, 638 So.2d 1026, 1029 (Fla. 4th D.C.A.1994), (Lumbermens

I), approved, 653 So.2d 389 (Fla.1995) (Lumbermens II); see also Columbia Cas. Co. v. Southern

Flapjacks, Inc., 868 F.2d 1217, 1219 (11th Cir.1989) ("Florida courts have equated the date of the
loss with the date that the proceeds would have been due under the policy.") (internal quotation

marks omitted). Paragraph 15 of the policy states that "the amount of loss or damage for which

[Lloyds] may be liable shall be payable thirty (30) days after satisfactory proof of loss, as herein

provided, is received by [Lloyds]."

        The Consignors argue that the district court properly ordered interest from the date of loss.

See Lloyd's U.S. Corp. v. Smallwood, 719 F.Supp. 1540, 1550 (M.D.Fla.1989), aff'd, 903 F.2d 828

(11th Cir.1990). The Consignors assert that an insurer's denial of coverage precludes the insurer

from enforcing a provision for payment after the date of loss. See Independent Fire Ins. Co. v.

Lugassy, 593 So.2d 570, 572 (Fla.3d D.C.A.1992). Moreover, they contend that Paragraph 15 is

inapplicable to the facts at issue because the Consignors are claiming legal liability coverage and,

thus, were not required to file a proof of loss statement.

       We hold that the district court's imposition of prejudgment interest from the date of loss was

error. In Lumbermens II, the Supreme Court of Florida approved a lower court's determination that

"in contract actions interest is allowable from the date that the debt is due." Lumbermens II, 653

So.2d at 390. The Consignors cite to Lugassy for the exception that "if the insurer denies liability,

interest begins to run from the date of the loss, even where the policy provides for payment at a later

date." Lugassy, 593 So.2d at 572. Both Lumbermens decisions, however, were released after

Lugassy. Moreover, the lower court in Lumbermens I cited to Lugassy for support, including the

proposition that imposing prejudgment interest from the date payment is due furthers public policy.

See Lumbermens I, 638 So.2d at 1029. Moreover, the Florida Supreme Court seemingly reversed

Lugassy when it noted:

       The fact that there is an honest and bonafide dispute as to whether the debt is actually due
       has no bearing on the question. The rule is that if it is finally determined that the debt was
       due, the person to whom it was due is entitled not only to the payment of the principle of the
       debt but to interest at the lawful rate from the due date thereof.

Lumbermens II, 653 So.2d at 390 (quoting Parker v. Brinson Const. Co., 78 So.2d 873, 874

(Fla.1955)). "In cases concerning the recovery of insurance proceeds for property losses, the Florida

courts have equated the date of the loss with the date that the proceeds would have been due under

the policy." Columbia Cas. Co., 868 F.2d at 1219 (internal quotation marks omitted). We conclude
that our interpretation in Columbia Casualty remains viable after the Lumbermens II decision.9 We

consequently remand this case to the district court for it to reassess the prejudgment interest from

the date payment became due.

                                         CONCLUSION

       The district court correctly determined that "[n]one of the policy's provisions preclude the

consignors from recovering their losses from Lloyds." Golden Door III, 888 F.Supp. at 1159.

Because no genuine issue of material fact exists, we affirm the district court's grant of summary

judgment to the Consignors and denial of summary judgment to Lloyds. We also uphold the denial

of supersedeas bond premiums. Finally, we affirm the district court's calculation of the Consignors'

losses, but remand for the court to recalculate the amount of prejudgment interest, consistent with

our instructions.

       AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.




   9
    The Consignors' argument that they were not required to submit a proof of loss statement
lacks merit because they are attempting to collect for the Insureds' legal liability. Paragraph 15
requires Lloyds to tender payment thirty days after receiving a satisfactory proof of loss for "loss
or damage for which [Lloyds] may be liable." The coverage afforded to the Consignors falls
"within the terms and exclusions of the policy." Golden Door III, 8 F.3d at 767.
