                                                           NOT PRECEDENTIAL

                   UNITED STATES COURT OF APPEALS
                        FOR THE THIRD CIRCUIT
                             ____________

                                   No. 15-2104
                                  ____________

             QUINCY MUTUAL FIRE INSURANCE COMPANY,
                                  Appellant

                                         v.

                     IMPERIUM INSURANCE COMPANY
                        f/k/a Delos Insurance Company
                                ____________

                On Appeal from the United States District Court
                    for the Eastern District of Pennsylvania
                         (E.D. Pa. No. 2-14-cv-00612)
                   District Judge: Honorable Jan E. DuBois
                                 ____________

                Submitted Pursuant to Third Circuit LAR 34.1(a)
                               January 21, 2016

         Before: FISHER, CHAGARES and BARRY, Circuit Judges.

                            (Filed: February 29, 2016)
                                  ____________

                                    OPINION*
                                  ____________


FISHER, Circuit Judge.




*   This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7
    does not constitute binding precedent.
     In this insurance coverage case, appellant Quincy Mutual Fire Insurance

Company sought a declaratory judgment that appellee Imperium Insurance

Company was obliged to reimburse Quincy Mutual more than $1 million for its

defense and indemnification of one its insureds, Sunrise Concrete, Inc. Quincy

Mutual asserted that Imperium had primary liability coverage over the claims

against Sunrise Concrete. The district court entered summary judgment in

Imperium’s favor. We find that the district court correctly interpreted the insurance

policies and the certificate of insurance and will affirm.

                                           I
     We write principally for the parties, who are familiar with the factual context

and legal history of the case. Therefore, we set forth only those facts that are

necessary to our analysis.

     Sunrise Concrete was the concrete contractor for a housing development

construction project in Pottstown, Pennsylvania. Sunrise Concrete subcontracted

some of the concrete work, including the construction of porches, to Cruzeiro

Novo under an oral agreement. A construction worker, Zhe Feng Huang, was

injured while working on a porch roof. Huang sued Sunrise Concrete and others

for negligence in Pennsylvania state court.

     Sunrise Concrete’s general liability insurance carrier was Quincy Mutual,

who defended Sunrise Concrete against the suit. Quincy Mutual added Cruzeiro

Novo’s insurer, Imperium, as a defendant in the state-court litigation. Quincy

Mutual asserted that Sunrise Concrete was an additional insured on Cruzeiro


                                          2
Novo’s policy and that Imperium was therefore obligated to defend Sunrise

Concrete.

     Before Sunrise Concrete permitted Cruzeiro Novo to perform work as its

subcontractor, it sought assurance from Cruzeiro Novo that it was an additional

insured on Cruzeiro Novo’s policy. Cruzeiro Novo produced a certificate of

liability insurance that stated, “Sunrise Concrete Company Inc. is named as

additional insured.”1 The certificate, however, bore this warning: “This certificate

is issued as a matter of informatio [sic] only and confers no rights upon the

certificate holder. This certificate does not amend, extend or alter the coverage

afforded by the policies below.”2 The certificate of insurance was issued by

Fairways Insurance Services, an agent of Imperium.

     At the time of Huang’s injury, Cruzeiro Novo’s insurance policy with

Imperium contained a blanket additional insured endorsement:

            Insured includes any person or organization that you have
            agreed in a written contract or agreement to add as an
            additional insured on this policy, but only with respect to
            liability arising out of your work for such person or
            organization.3
Because Cruzeiro Novo worked as Sunrise Concrete’s subcontractor under an oral

agreement and not a written contract, Imperium asserted that Sunrise Concrete was
not an insured under the additional insured endorsement.


1.   App. 159.
2.   Id.
3.   App. 254.
                                          3
     Quincy Mutual settled Huang’s suit against Sunrise Concrete for $1 million

but reserved its rights against Imperium and filed this declaratory judgment action

in the United States District Court for the Eastern District of Pennsylvania. Quincy

Mutual and Imperium filed cross motions for summary judgment. The district

court granted Imperium’s motion and denied Quincy Mutual’s motion.

                                         II4
     We review the district court’s grant of summary judgment de novo and apply

the same standard as the district court.5 Summary judgment is appropriate when no

material facts are genuinely disputed and the movant is entitled to judgment as a

matter of law.6

     Quincy Mutual argues the district court erred by granting Imperium summary

judgment for three reasons. One, the phrase “written contract or agreement” in

Cruzeiro Novo’s policy with Imperium is ambiguous and must be construed

against Imperium because it could mean “written contract or oral agreement.”

Two, Imperium is bound by certificate of insurance issued by its authorized agent,

Fairways Insurance Services. Three, Imperium is equitably estopped from denying

insurance coverage because of the statement in the certificate of insurance that




4.   The district court had diversity jurisdiction under 28 U.S.C. § 1332(a)(1). We
     have appellate jurisdiction to review the district court’s final decision under
     28 U.S.C. § 1291.
5.   Viera v. Life Ins. Co. of N. Am., 642 F.3d 407, 413 (3d Cir. 2011).
6.   Fed. R. Civ. P. 56(a).
                                          4
Sunrise Concrete was named an additional insured. We address each of these

arguments in turn.

                                           A
       Quincy Mutual argues that summary judgment was improper because the

blanket additional insured endorsement is ambiguous. We apply state law to

contract disputes in diversity cases. There is some question whether Pennsylvania

or New Jersey law applies in this case.7 The district court, with the concurrence of

the parties, found that the interpretation of insurance contracts is “largely the

same” under Pennsylvania and New Jersey law and that the result would be

identical under the law of either state.8 For the sake of consistency, the district

court applied Pennsylvania law in its analysis of the insurance policy. Neither

party objected to this approach, and we will likewise apply Pennsylvania contract

law.

       Under Pennsylvania law, courts interpret the meaning of insurance contracts

by determining the intent of the parties as expressed by the policy language.9 If the

language is unambiguous, the express terms of the contract are controlling.10 An

7.     Imperium issued its policy to Cruzeiro Novo, a New Jersey corporation, in
       New Jersey. The additional insured endorsement and certificate of insurance
       were issued by Fairways in New Jersey. The construction site where Huang
       was injured was in Pennsylvania. Huang sued in Pennsylvania, and Quincy
       Mutual sued Imperium in Pennsylvania.
8.     App. 7 n.6.
9.     Madison Constr. Co. v. Harleysville Mut. Ins. Co., 735 A.2d 100, 106 (Pa.
       1999).
10. Id.
                                           5
ambiguous policy term is construed against the insurer.11 A contractual provision is

ambiguous if it can reasonably be understood to have more than one meaning.12

But a court may not strain or distort the language to find an ambiguity where none

exists.13

     Quincy Mutual argues that the term “written contract or agreement” is

ambiguous because it could mean “written contract or (any written or oral)

agreement” or “written contract or (written) agreement.” The first construction is

conceivable,14 but the only reasonable interpretation is the second. In this phrase,

“written” modifies both “contract” and “agreement.” To read it otherwise would

render “written” meaningless.15 The district court correctly interpreted the

contract.


11. Id.
12. Id.
13. Id.
14. See Steuart v. McChesney, 444 A.2d 659, 663 (Pa. 1982) (“[S]carcely an
    agreement could be conceived that might not be unreasonably contrived into
    the appearance of ambiguity.”).
15. Quincy Mutual cites a trio of New York cases that found “written contract or
    agreement” or similar terms ambiguous. Superior Ice Rink, Inc. v. Nescon
    Contracting Corp., 861 N.Y.S.2d 362, 365 (App. Div. 2008); Travelers
    Indem. Co. of Am. v. Royal Ins. Co. of Am., 802 N.Y.S.2d 125, 126 (App. Div.
    2005); Bassuk Bros. v. Utica First Ins. Co., Nos. 15285/00, 75219/01, 2002
    WL 31925593, at *5 (N.Y. Sup. Ct. Nov. 1, 2002). Like the district court, we
    find these decisions unpersuasive. Courts from a variety of jurisdictions agree
    with the conclusion that “written contract or agreement” unambiguously
    requires a written document. Palmer v. Martinez, 42 So. 3d 1147, 1154 (La.
    Ct. App. 2010) (“Although it is linguistically possible to read the target
    provision in such a way that the adjective ‘written’ modifies only ‘contract,’
                                         6
    The parties agree that there was no written contract or agreement between

Sunrise Concrete and Cruzeiro Novo. Under the express terms of the endorsement,

Sunrise Concrete was not an additional insured and Imperium was not obligated to

defend and indemnify it.

                                        B
    Quincy Mutual next argues that Imperium is bound by the certificate of

insurance issued by Fairways, Imperium’s authorized agent.16 The certificate of

insurance stated that Sunrise Concrete was an additional insured on Cruzeiro

Novo’s policy with Imperium. Under Pennsylvania law, “an insurer is liable for

the acts of an agent who had authority to bind coverage and had advised the

policyholder that he had done so.”17



    that does not render such an interpretation reasonable.”); U.S. Fire Ins. Co. v.
    Hartford Ins. Co., 726 N.E.2d 126, 129 (Ill. Ct. App. 2000) (“Plaintiffs’
    construction [that ‘agreement’ may be interpreted to include either a written
    or oral agreement] leads to an absurd result.”); Mich. Mut. Ins. Co. v. Red Fox
    Tavern, Inc., No. 92-CA-93, 1993 WL 360722, at *2 (Ohio Ct. App. Aug. 17,
    1993) (“[R]easonable persons could not conclude that by using the
    conjunctive ‘or,’ appellant provided coverage for liability assumed by a
    written contract or by any agreement, whether written or oral.”); Indem. Ins.
    Co. of N. Am. v. Pac. Clay Prods. Co., 91 Cal. Rptr. 452, 458 (Ct. App. 1970)
    (finding an interpretation permitting oral agreement “unreasonable and
    absurd”).
16. Quincy Mutual confines this argument to a claim that Fairways had actual
    authority and makes no assertion that Fairways could bind Imperium through
    apparent or implied authority.
17. Pressley v. Travelers Prop. Cas. Corp., 817 A.2d 1131, 1138 (Pa. Super. Ct.
    2003).
                                         7
     Fairways did not have authority to add Sunrise Concrete as an additional

insured through a certificate of insurance. The certificate of insurance specifically

stated that it was for informational purposes only and did not modify the terms,

exclusions, or conditions of the policy.18 The statement in the certificate of

insurance that Sunrise Concrete was an additional insured was without effect.

                                           C
     Finally, Quincy Mutual argues that, even if Sunrise Concrete was not an

additional insured under the policy endorsement or certificate of insurance,

Imperium is estopped from denying coverage due to the statement in the certificate

of insurance. Under both Pennsylvania and New Jersey law, to establish coverage

by estoppel, the insured must have reasonably and detrimentally relied on a

misstatement by the insurer that coverage existed.19 The district court correctly

determined that no reasonable jury could find that Sunrise Concrete reasonably

relied on the certificate of insurance. It is unreasonable to rely on a certificate of

insurance that explicitly disclaims conferring any rights.20


18. App. 159; see also 17 Lee R. Russ et al., Couch on Insurance § 242:33 (3d
    ed. 2005) (“Where an entity requires another to procure insurance naming it
    an additional insured, that party should not rely on a mere certificate of
    insurance, but should insist on a copy of the policy. A certificate of insurance
    is not part of the policy—if it states that there is coverage but the policy does
    not, the policy controls.”).
19. McDonald v. Keystone Ins. Co., 459 A.2d 1292, 1295 (Pa. Super Ct. 1983);
    Harr v. Allstate Ins. Co., 255 A.2d 208, 219 (N.J. 1969).
20. See Couch on Insurance § 242:33; see also Via Net v. TIG Ins. Co., 211
    S.W.3d 310, 314 (Tex. 2006) (per curiam) (“Given the numerous limitations
    and exclusions that often encumber such policies, those who take such
                                       8
                                     III
For the foregoing reasons, we will affirm the judgment of the district court.




certificates at face value do so at their own risk.”); Ala. Elec. Coop., Inc. v.
Bailey’s Constr. Co., 950 So. 2d 280, 286 (Ala. 2006) (finding reliance on
certificate of insurance unreasonable as a matter of law); Greater N.Y. Mut.
Ins. Co. v. White Knight Restoration, Ltd., 776 N.Y.S.2d 257, 258 (App. Div.
2004) (finding, in context of a fraud claim, no reasonable reliance on
certificates of insurance “in the face of their disclaimer language”).


                                     9
