                                                      United States Court of Appeals
                                                               Fifth Circuit
                                                            F I L E D
              IN THE UNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT                 October 8, 2003

                        _____________________           Charles R. Fulbruge III
                                                                Clerk
                             No. 03-40540
                        _____________________

                             Mary Pena,

                        Plaintiff/Appellant,

                               versus

          Associates Financial Life Insurance Company,

                        Defendant/Appellee.

_________________________________________________________________

           Appeal from the United States District Court
                for the Southern District of Texas
                   District Court No. C-03-CV-48
_________________________________________________________________



Before HIGGINBOTHAM, EMILIO M. GARZA and PRADO, Circuit Judges.1

PER CURIAM.

     Mary Pena, a resident of Texas, sued Associates Financial

Life Insurance Company (AFLIC)in Texas state court alleging that

she was owed money on a life insurance policy (the Policy)

purchased from AFLIC.   AFLIC, a Tennessee corporation, removed

the case to district court based on diversity of citizenship.        On

March 7, 2003, Pena moved for partial summary judgment and on

March 12, 2003, she moved for class action certification.      On


     1
      Pursuant to 5th Cir. R. 47.5, this Court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5th Cir. R.
47.5.4.
March 27, 2003, AFLIC then filed a counter-motion for summary

judgment.   On April 14, 2003 the district court filed a final

order denying both of Pena’s motions and granting AFLIC’s motion

for summary judgment.   Pena now appeals from that judgment.

Finding no error, this Court will affirm.

                          Factual Background

     Mary Pena and her late husband, Raul Pena, purchased a joint

decreasing term life insurance policy from AFLIC.    This policy

was purchased to cover a mortgage loan of $22,538.82 from

CitiFinancial Mortgage.    Raul Pena died on June 27, 2002, still

owing $16,440.10 on the mortgage loan.    AFLIC then paid

CitiFinancial Mortgage $16,440.10.

     Pena contends that the Policy was for $100,000.00 and that

she is therefore still owed $83,559.90 ($100,000.00 less the

$16,440.10 paid to CitiFinancial Mortgage).

                          Standard of Review

     This Court reviews the grant of summary judgment de novo,

applying the same criteria used by the district court.      See Hanks

v. Transcon. Gas Pipe Line Corp., 953 F.2d 996, 997 (5th Cir.

1992).   Summary judgment is proper if the movant can show that

there is no genuine issue as to any material fact. See FED. R.

CIV. P. 56(c).   If the movant meets this test the burden shifts

to the non-movant to show that there is a genuine issue for

trial.   See Taylor v. Gregg, 36 F.3d 453, 457 (5th Cir. 1994).


                                  -2-
To defeat a motion for summary judgment, the non-movant must rely

on evidence greater than mere conclusory allegations or

unsubstantiated assertions.   See Little v. Liquid Air Corp, 37

F.3d 1069, 1075 (5th Cir. 1995) (en banc).



                    The Meaning of the Policy

     In her single issue on appeal, Pena contends the district

court erred in concluding the Policy did not entitle her to any

benefit beyond the payment of her unpaid mortgage balance to

CitiFinancial Mortgage.   Specifically, Pena points to the

following parts of the Policy in support of her interpretation:

     “Maximum Amount of Life Insurance $100,000.00"

     WHO GETS PAID
     . . . if claim payments are more than your account balance,
     the difference will be paid by separate company check to you
     or to the second beneficiary named in the schedule, if any,
     or to your estate.

     Joint Life Insurance Benefit
     If you or your co-insured (spouse or business partner only)
     die while insured for the joint life coverage, we will pay
     the amount of insurance in force at the time you or your co-
     insured dies after we receive proof of death . . ."

     Maximum Amount of Life Insurance
     The maximum benefit payable in the event of death during the
     term of the insurance is limited to the maximum amount of
     life insurance shown in the schedule.

     In determining the meaning of the Policy,   Texas rules of

construction apply under the rule of diversity jurisdiction.      See

Amica Mut. Ins. Co. v. Moak, 55 F.3d 1093, 1095 (5th Cir. 1995).

Under Texas law, when contractual terms are unambiguous courts

                                -3-
may not change the meaning of those terms.   Id.    Insurance

policies are interpreted in the same way as all other contracts.

National Union Fire Ins. Co. v. CBI Indus., Inc., 907 S.W.2d 517,

520 (Tex. 1995).

     Courts must read contracts so as to determine the true

intent of the parties as expressed within the contract. Id.     The

terms of a contract are to be construed reasonably, so as to give

each term contextual meaning and avoid rendering any term

meaningless.   See Ideal Mut. Ins. Co. v. Last Days Evangelical

Ass’n., Inc. 738 F.3d 1234, 1238 (5th Cir. 1986).

     Applying these principles, this Court finds the Policy is

unambiguous when its terms are read together.   The terms of the

Policy clearly indicate that Pena purchased joint decreasing term

life insurance worth $22,538.82 at its initiation.    The Policy

also indicates a term of 96 months and a premium charge of

$1,114.32.

     Although Pena asserts the Policy was written for $100,000.00

because that is the figure given as the “Maximum Amount of Life

Insurance,” no part of that line, or indeed anything else in the

Policy, indicates that the Policy was actually worth that amount.

The plain and ordinary interpretation of this text is that the

largest amount for which any policy could be written was

$100,000.00.   There is no indication that the Policy was actually

written for that amount.


                                -4-
     Furthermore, Pena’s interpretation would negate the modifier

“maximum.”   It would be meaningless for AFLIC to describe a

maximum amount if that value were in fact the exact amount that

AFLIC owed each insured in every case no matter the premium paid

or the specifics of the policy purchased.

     The other provisions that Pena cites are likewise unhelpful

to her interpretation.   The “Who Gets Paid” clause only applies

if claim payments are more than the insured’s account balance.

This provision does not apply to Pena, because the amount of life

insurance she purchased was equal to her mortgage balance.     The

“Joint Life Insurance Benefit” provision likewise only applies to

the amount of insurance “in force at the time” of either party’s

death.   Because Pena purchased decreasing term life insurance the

amount of insurance in force at any time after the policy’s

inception cannot logically be greater than the original amount

purchased - in this case, $22,538.82.   The “Maximum Amount of

Life Insurance” provision describes a limit on benefits payable,

not an amount actually owed.

     The Policy states that “[t]he only insurance effective under

this policy is that for which a premium is paid.” The Insurance

Schedule in the Policy states: “Original Amount of Decreasing

Life Insurance $22,538.82.”    The Insurance Schedule also states:

“Joint Decreasing Life Premium $1,114.23" and “TOTAL CREDIT

INSURANCE PREMIUM $1,114.32.”   The premium charges show that the



                                 -5-
only applicable insurance through the Policy - that for which a

premium was paid - was the $22,538.82 in Joint Decreasing Life

insurance.   The Policy includes maximum values for other types of

insurance.   It also provides spaces for other amounts of

insurance and other premiums, each filled in “N/A” or “NONE.”

This format shows that while the Policy might have included other

types of insurance paid for with other premiums in this case it

did not.

     The district court’s reading of the Policy also makes sense

considering that the Policy was purchased to secure a loan of

$22,538.82 from CitiFinancial Mortgage.

     Consequently the district court did not err by determining

that the Policy did not entitle Pena to receive any benefit other

than the payment of the remaining mortgage balance to

CitiFinancial Mortgage.   As a result, this Court affirms the

judgment of the district court.

AFFIRMED.




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