                               REVISED
                   United States Court of Appeals,

                           Fifth Circuit.

                            No. 96-60815

                          Summary Calendar.

    Gary P. BOATNER;   Paula K. Boatner, Plaintiffs-Appellees,

                                 v.

    ATLANTA SPECIALTY INSURANCE COMPANY, Defendant-Appellant.

                           June 27, 1997.

Appeal from United States District Court for the Southern District
of Mississippi.

Before W. EUGENE DAVIS, EMILIO M. GARZA and STEWART, Circuit
Judges.

     STEWART, Circuit Judge:

     This case requires us to determine the scope of Mississippi's

Uninsured Motorist Act (UM Act).       Bradley Boatner went to Honduras

on a humanitarian mission and was killed as he rode in the back of

a flatbed truck.   Both the owner and the driver of the truck were

uninsured. Boatner's parents sought payment from Atlanta Specialty
Insurance Company (Atlanta Specialty) pursuant to the uninsured

motorist endorsement in the Boatners' automobile policy.       Atlanta

Specialty denied coverage, asserting a territorial restriction in

the policy, which limited recovery to losses occurring within the

United States (and its territories and possessions), Canada, and

Puerto Rico.   The Boatners brought a declaratory judgment suit in

state court, and the case was removed to federal court on the basis

of diversity jurisdiction. Atlanta Specialty moved for judgment on

                                   1
the pleadings, but the district court denied the motion, holding

that the territorial restriction was against Mississippi public

policy as embodied in the UM Act.             At the conclusion of discovery,

Atlanta Specialty moved for summary judgment, again arguing that

the territorial restriction in the Boatners' policy precluded

coverage.      The district court denied the motion for the same

reasons it denied Atlanta's motion for judgment on the pleadings.

Atlanta Specialty appeals.             Because we find that the territorial

restriction in the Boatners' policy does not violate Mississippi

public     policy,    we     reverse    and     render    judgment      for    Atlanta

Specialty.

                                      BACKGROUND

      On   January     18,    1994,    seventeen-year-old        Bradley      Boatner,

together with members of the Pearl River Baptist Association

Brotherhood, traveled to a rural mountainous area in Honduras to

provide humanitarian medical relief to citizens of that region. It

had been raining that day.               At about dusk, the medical team

(approximately 25-30 in all) loaded into the back of an open

flatbed truck and departed on a dirt road.                Boatner was seated on

a box of supplies in the left, front corner of the truck (i.e.,

behind the driver).          As the truck proceeded along the dirt road at

approximately 20-30 miles per hour, the driver noticed a hole in

the   road   and     attempted    to    drive    around   it.      As    the   driver

negotiated the hole, he came too close to the edge of the road, and

because it had been raining, the soil gave way.                 The truck teetered

for a moment and then veered off the road, throwing Boatner from


                                          2
the truck.     Boatner was killed instantly.       Other members of the

medical team were also seriously injured. Neither the owner of the

truck nor the driver owned automobile insurance.

                            PROCEDURAL HISTORY

       Gary P. Boatner and Paula K. Boatner (the parents of Bradley

Boatner) had purchased an automobile insurance policy from Atlanta

Specialty, which provided for $100,000 per person in uninsured

motorist coverage.     The Boatners owned and insured three vehicles,

making available $300,000 in uninsured motorist coverage.              The

Boatners' policy, however, contained the following territorial

restriction applicable to the entire policy:

       POLICY PERIOD AND TERRITORY

       A. This policy applies only to accident and losses which
       occur:

             1. ....

             2. Within the policy territory.

       B. The policy territory is:

             1. The United States of America, its territories or
             possessions;

             2. Puerto Rico;     or

             3. Canada.

On August 31, 1994, the Boatners, through counsel, sought payment

under the uninsured motorist provision of the policy to compensate

them   for   the   death   of   their   son.   Atlanta   Specialty   denied

coverage, stating that the territorial restriction in the policy

precluded coverage because Bradley Boatner's death occurred in

Honduras, which plainly brought the Boatners' claim within the


                                        3
terms of the exclusion.

      The Boatners thereafter filed a declaratory judgment action in

state court, and the case was removed to federal court on the basis

of diversity jurisdiction. Atlanta Specialty moved for judgment on

the   pleadings,   arguing   that   the    unambiguous   terms   of   the

territorial restriction precluded coverage as a matter of law. The

district court disagreed, holding that the territorial restriction

was against Mississippi public policy as embodied in the UM Act.

At the conclusion of discovery, Atlanta Specialty moved for summary

judgment, asserting the arguments made in its pre-discovery motion.

The district court denied the motion as frivolous and ordered

Atlanta Specialty to pay the Boatners' legal expenses in connection

with defending the motion.    Rather than go through a trial on the

merits, Atlanta Specialty stipulated to $275,000 in damages plus

attorneys' fees totaling $1,500 (for having to defend the frivolous

summary judgment motion).    This appeal followed.

                              DISCUSSION

       Whether the territorial restriction in Atlanta Specialty's

uninsured motorist policy violates Mississippi public policy is an

issue of first impression.      It is by now well-settled that in

making an Erie [R. Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82

L.Ed. 1188 (1938)] guess "[w]e are emphatically not permitted to do

merely what we think best;     we must do that which we think the

Mississippi Supreme Court would deem best."         Jackson v. Johns-

Manville Sales Corp., 781 F.2d 394, 397 (5th Cir.) (en banc), cert.

denied, 478 U.S. 1022, 106 S.Ct. 3339, 92 L.Ed.2d 743 (1986).


                                    4
"[U]nder Erie we cannot skirt the clear import of state decisional

law solely because the result is harsh."             Parson v. United States,

460 F.2d 228, 234 (5th Cir.1972) (quoted in Jackson, 781 F.2d at

397).      We review de novo the district court's interpretation of an

insurance contract.          Mulberry Square Productions, Inc. v. State

Farm       Fire   &   Cas.   Co.,   101   F.3d    414,   420   (5th   Cir.1996)

(interpreting Mississippi law).               Any ambiguity in the policy is

construed against the insurer, and exclusions in uninsured motorist

policies are strictly construed.              See State Farm Mut. Auto. Ins.

Co. v. Nester, 459 So.2d 787, 790 (Miss.1984).1

I. MISSISSIPPI'S UNINSURED MOTORIST STATUTE—ITS LEGISLATIVE BIRTH
     AND JUDICIAL UPBRINGING

        Section 83-11-101—Mississippi's UM Act—provides in part as

follows:

             (1) No automobile liability insurance policy or contract
        shall be issued ... unless it contains an endorsement or
        provisions undertaking to pay the insured all sums which he
        shall be legally entitled to recover as damages for bodily
        injury or death from the owner or operator of an uninsured
        motor vehicle, within limits which shall be no less than those
        set   forth  in   the   Mississippi   Motor   Vehicle   Safety
        Responsibility Law....

(Emphasis added.)        Mississippi's UM Act therefore incorporates by


       1
     The Mississippi Supreme Court has found various provisions of
uninsured motorist policies ambiguous. See Government Employees
Ins. Co. v. Brown, 446 So.2d 1002, 1006 (Miss.1984) (limitation of
liability clause); Pearthree v. Hartford Accident & Indem. Co.,
373 So.2d 267, 270-71 (Miss.1979) (same);      Hartford Accident &
Indem. Co. v. Bridges, 350 So.2d 1379, 1381-82 (Miss.1977) (same);
compare Blansett v. American Employers Ins. Co., 652 F.2d 535, 536-
37 (5th Cir. Unit A Aug.1981) (per curiam) (holding that limitation
of liability clause was unambiguous). There is no dispute in this
case that the territorial restriction in the Boatners' policy, if
valid, unambiguously precludes coverage for the death of Bradley
Boatner.

                                          5
reference the limitations found in Mississippi's Motor Vehicle

Safety Responsibility Act, which provides in part:

           (2) Such owner's policy of liability insurance:

                           *     *   *       *        *     *

                (b) shall pay on behalf of the insured named therein
           ... all sums which the insured shall become legally
           obligated to pay as damages arising out of the ownership,
           maintenance or use of such motor vehicles within the
           United States of America or the Dominion of Canada,
           subject to limits ... as follows: ten thousand dollars
           ($10,000.00) because of bodily injury to or death of one
           (1) person in any one (1) accident and, subject to said
           limit for one (1) person, twenty thousand dollars
           ($20,000.00) because of bodily injury to or death of two
           (2) or more persons in any one (1) accident, and five
           thousand dollars ($5,000.00) because of injury to or
           destruction of property of others in any one (1)
           accident.

           (3) Such operator's policy of liability insurance shall
      pay on behalf of the insured ... all sums which the insured
      shall become legally obligated to pay as damages ... within
      the same territorial limits and subject to the same limits of
      liability as are set forth above with respect to an owner's
      policy of liability insurance.

MISS.CODE ANN. § 63-15-43 (1996) (emphasis added).

      Although   neither       statute    is     "a       paradigm   of   legislative

exactitude,"2 our task nonetheless is to determine whether the UM

Act   incorporates   the    Safety       Responsibility         Act's     territorial

restriction, such that the UM Act's scope is limited to accidents

involving uninsured motorists in the United States and Canada. For

if it does, then we must conclude that the territorial restriction

in Atlanta Specialty's policy does not violate Mississippi public

policy.    Before we get to this question, however, we find it


       2
      Missouri Gen. Ins. Co. v. Youngblood, 515 F.2d 1254, 1256
(5th Cir.1975).

                                         6
helpful to briefly recount the legislative birth of the UM Act and

the judicial gloss placed upon the relationship between the UM Act

and the Safety Responsibility Act.

A. The UM Act's Legislative Birth

       Enacted    in   1952,    Mississippi's     Safety    Responsibility         Act

provided innocent persons killed or injured in automobile accidents

with    compensation      for    injuries       resulting     from      a     driver's

negligence.       See Travelers Indem. Co. v. Watkins, 209 So.2d 630,

632 (Miss.1968);        see generally Richard T. Phillips, A Guide to

Uninsured Motorist Insurance Law in Mississippi, 52 MISS.L.J. 255,

257 (1982).        The statute provided that insurers would provide

specified amounts of liability coverage for accidents occurring in

the United States and Canada. § 63-15-43(2)(b), (3). However, the

Safety Responsibility Act left essentially three gaps in coverage:

negligent drivers would often violate the law and fail to purchase

liability insurance; coverage was denied on the basis of uninsured

motorist   exclusions      or    policy    breaches;        and   the       tortfeasor

sometimes happened to be a hit-and-run driver.                       Phillips, 52

MISS.L.J. at 258.

       The UM Act was designed to fill these gaps.                Otherwise known

as " "family protection insurance,' " uninsured motorist coverage

"provide[s] innocent injured motorists a means of recovery of all

sums to which they are entitled from an uninsured motorist."

Wickline v. United States Fidelity & Guar. Co., 530 So.2d 708, 712

(Miss.1988).      Indeed, the UM Act was hailed as "an example of the

successful       interworkings     of     the   legislature,      the        insurance


                                          7
industry,     the    courts,    and   advocates   representing     injured

Mississippians."      Phillips, 52 MISS.L.J. at 255;    see also Rampy v.

State Farm Mut. Auto. Ins. Co., 278 So.2d 428, 431-32 (Miss.1973)

(noting the insurance industry's role in passing the UM Act).             In

particular, because the Safety Responsibility Act only offered

incentives    to    purchase   liability   insurance,   those   injured   by

persons without liability coverage were often left without adequate

monetary compensation for their injuries.         Phillips, 52 MISS.L.J.

at 257.     The UM Act eliminated this "one free accident" scenario

and provided that insurance companies must provide Mississippi

motorists with the same level of uninsured motorist coverage

provided in the Safety Responsibility Act.        Id. at 258.    With this

basic framework on the books, Mississippi courts were trusted with

the job of defining the precise contours of the UM Act.

B. The UM Act's Judicial Upbringing

     The Mississippi Supreme Court has applied a relatively thick

coat of judicial gloss to the UM Act.          Four principles form the

basis of our Erie guess.3

        First, the Mississippi Supreme Court has repeatedly stated

that courts should liberally construe the provisions of the UM Act




    3
     In Atlanta Cas. Co. v. Payne, 603 So.2d 343 (Miss.1992), the
Mississippi Supreme Court suggested that there are three principles
that should guide our interpretation of the UM Act. Id. at 345-46
(liberal construction; construing ambiguous provisions against the
insurer; and statute prevails in policy-statute conflict). We
have remained faithful to this command but have broadened our
analysis somewhat to account for the unique facts, circumstances,
and arguments presented in this case.

                                      8
to effectuate the remedial and humanitarian purposes of the Act.4

Second, uninsured motorist provisions within automobile insurance

policies must be interpreted from the standpoint of the injured

insured.5    Third, if the provisions of the UM Act provide broader

protection than the uninsured motorist policy, then the terms of

the   Act   become   part   of   the   policy,   providing   the   insured   a

statutory level of monetary protection.6             Fourth, although the


      4
      See Johnson v. Preferred Risk Auto. Ins. Co., 659 So.2d 866,
871-72 (Miss.1995); Aetna Cas. & Sur. Co. v. Williams, 623 So.2d
1005, 1008 (Miss.1993); State Farm Mut. Auto. Ins. Co. v. Davis,
613 So.2d 1179, 1181 (Miss.1992); Payne, 603 So.2d at 345; Harris
v. Magee, 573 So.2d 646, 651 (Miss.1990); Lawler, 569 So.2d at
1153; Cossitt v. Federated Guar. Mut. Ins. Co., 541 So.2d 436, 440
(Miss.1989); Wickline, 530 So.2d at 711; Mississippi Farm Bureau
Mut. Ins. Co. v. Garrett, 487 So.2d 1320, 1324 (Miss.1986); State
Farm Mut. Auto. Ins. Co. v. Daughdrill, 474 So.2d 1048, 1052
(Miss.1985); Nester, 459 So.2d at 790, 792; Dunnam v. State Farm
Mut. Auto. Ins. Co., 366 So.2d 668, 671 (Miss.1979); Stevens v.
United States Fidelity & Guar. Co., 345 So.2d 1041, 1043
(Miss.1977); Lowery, 285 So.2d at 770; Rampy v. State Farm Mut.
Auto. Ins. Co., 278 So.2d at 432; see also Preferred Risk Ins. Co.
v. Insurance Co. of N. Am., 824 F.Supp. 614, 619 (S.D.Miss.1993);
Curry v.     Travelers  Indem.   Co.,  728   F.Supp.  1299,   1300
(S.D.Miss.1989);    Preferred Risk Mut. Ins. Co. v. Poole, 411
F.Supp. 429, 437 (N.D.Miss.), aff'd per curiam, 539 F.2d 574 (5th
Cir.1976).
      5
     See Payne, 603 So.2d at 346; Nester, 459 So.2d at 790, 792-
93; Dunnam, 366 So.2d at 671; Southern Farm Bureau Cas. Ins. Co.
v. Roberts, 323 So.2d 536, 538 (Miss.1975) (quoting Van Tassel v.
Horace Mann Mut. Ins. Co., 296 Minn. 181, 207 N.W.2d 348, 351-52
(1973));   Parker v. Cotton Belt Ins. Co., 314 So.2d 342, 344
(Miss.1975);   Harthcock v. State Farm Mut. Auto. Ins. Co., 248
So.2d 456, 458 (Miss.1971); Hodges v. Canal Ins. Co., 223 So.2d
630, 634 (Miss.1969); see also Poole, 411 F.Supp. at 439.
      6
     See Dunnam, 366 So.2d at 670; State Farm Mut. Auto. Ins. Co.
v. Moore, 289 So.2d 909, 911 (Miss.1974) (interpreting the Safety
Responsibility Act);    United States Fidelity & Guar. Co. v.
Stafford, 253 So.2d 388, 391 (Miss.1971);     see also Universal
Underwriters Ins. Co. v. American Motorists Ins. Co., 541 F.Supp.
755, 760 (N.D.Miss.1982) (interpreting the Safety Responsibility
Act); Poole, 411 F.Supp. at 436.

                                       9
Mississippi Supreme Court has not always closed its judicial eye to

the insurance law of other jurisdictions,7 the court has more

recently suggested that courts interpreting Mississippi uninsured

motorist law should be "guided by [the terms of Mississippi's]

uninsured    motorist   statute,   not   the   jurisprudence   of   foreign

jurisdictions."8

        Based on these principles of uninsured motorist coverage, the

    7
      See McCoy v. South Cen. Bell Tel. Co., 688 So.2d 214, 215-16
(Miss.1996) (looking to other jurisdictions' view of whether
self-insured companies are required to provide uninsured motorist
coverage to their employees or lessees); Cossitt, 541 So.2d at
441-42 (relying on interpretations of "analogous" uninsured
motorist statutes); State Farm Mut. Auto. Ins. Co. v. Kuehling,
475 So.2d 1159, 1162-63 (Miss.1985) (looking for guidance to
"similar"   uninsured   motorist   statutes   which   provide   for
underinsured motorist coverage); Daughdrill, 474 So.2d at 1053-54
(declining to follow interpretations of other states' dissimilar
uninsured motorist statutes); Talbot v. State Farm Mut. Auto. Ins.
Co., 291 So.2d 699, 701 (Miss.1974) (looking to authority of other
states regarding whether insureds, under uninsured motorist
policies, can aggregate coverage provided in a single insurance
policy which insures more than one vehicle), overruled on other
grounds, Government Employees Ins. Co. v. Brown, 446 So.2d 1002
(Miss.1984);    Lowery, 285 So.2d at 771-77 (reviewing cases
interpreting other states' uninsured motorist statutes and
concluding that "the great weight of authority supports the
[plaintiff's] contention that the exclusionary clause violates the
public policy of this state"); Rampy, 278 So.2d at 432-34 (looking
for guidance to interpretations of "similar, if not identical"
uninsured motorist statutes); McMinn, 276 So.2d at 685 (treating
as "persuasive and enlightening" other uninsured motorist statutes
which do not contain the exact phraseology of the UM Act);
Harthcock, 248 So.2d at 461-62 (looking to other jurisdictions'
interpretation of "other insurance" clause); Travelers Indem. Co.
v. Chappell, 246 So.2d 498, 501-04 (Miss.1971) (adopting view among
states that if two escape clauses within insurance policy operate
to negate coverage, those escape clauses are null and void).
     8
      Harris v. Magee, 573 So.2d at 653; see also Wickline, 530
So.2d at 714; Dunnam, 366 So.2d at 672. Our case law is in accord
with this view. See Johnston v. Safeco Ins. Co. of Am., 727 F.2d
548, 550 (5th Cir.1984) (per curiam) (rejecting plaintiff's
argument because it rested on state uninsured motorist statutes
"that are grossly different from Mississippi's").

                                    10
Mississippi Supreme Court has stated that "the overwhelming number

of uninsured motorist insurance policy exclusion provisions that

this Court has considered have been found to be void and against

public policy."   Payne, 603 So.2d at 347.9    Of course this does not

mean that every exclusion necessarily violates Mississippi public

policy, for some provisions have survived challenges brought by

Mississippi   insureds.10   Policy    terms   that   meet   the   minimum

requirements under the UM Act by definition cannot run counter to


    9
      See Nationwide Mut. Ins. Co. v. Garriga, 636 So.2d 658, 663-
65 (Miss.1994) (declaring invalid offset provision which operated
to deny insured the maximum excess coverage the insured paid for);
Employers Mut. Cas. Co. v. Tompkins, 490 So.2d 897, 904-05
(Miss.1986) (declaring void policy provision which stated that
nonlisted vehicles would not be covered, but failed to inform
insured that insured would not receive minimum statutory coverage);
Nester, 459 So.2d at 793 (holding that policy exclusion for
uninsured motorist claims involving permissive users violated
Mississippi public policy as expressed in the UM Act); State Farm
Mut. Auto. Ins. Co. v. Bishop, 329 So.2d 670, 673 (Miss.1976) ("An
insurance company cannot by the provisions in one uninsured
motorist endorsement limit its liability and endorsement in a
separate policy and defeat the mandatory provisions of the
statute."); Talbot, 291 So.2d at 703 (declaring invalid clause
which reduced uninsured motorist coverage by amounts paid under
medical coverage provisions of policy); Lowery, 285 So.2d at 771-
77 (declaring invalid restriction in policy that required "insured"
to own the automobile described in the policy until uninsured
motorist coverage applied); Harthcock, 248 So.2d at 459-60, 461-62
(holding that conditioning uninsured motorist coverage on insured's
agreement to not settle with other tortfeasors contravenes the UM
Act; also declaring void "other insurance" provision of policy
which operated to relieve insurer of payment if insured secured
statutory minimum from other source); see also Youngblood, 515
F.2d at 1256-58 (declaring invalid provision in policy which
reduced uninsured motorist coverage based on amounts paid under
bodily injury liability provision);     Poole, 411 F.Supp. at 439
(declaring invalid policy provision which excluded occupants of
vehicle from uninsured motorist coverage).
        10
        See, e.g., Talbot, 291 So.2d at 701 (declaring valid a
limitation of liability provision, which permitted parties to
contract to statutory minimum).

                                 11
Mississippi public policy.         See, e.g., Gillespie v. Southern Farm

Bureau Cas. Ins. Co., 343 So.2d 467, 470 (Miss.1977);                         Travelers

Indem. Co. v. Chappell, 246 So.2d at 509 (interpreting the Safety

Responsibility Act);        see also Black v. Fidelity & Guar. Ins.

Underwriters, Inc., 582 F.2d 984, 989 (5th Cir.1978).

II.   DOES THE TERRITORIAL RESTRICTION IN ATLANTA Specialty'S
      UNINSURED MOTORIST POLICY VIOLATE MISSISSIPPI PUBLIC POLICY AS
      EXPRESSED IN THE UM ACT?

         With this background in mind, we now turn to the central

question presented in this appeal: Did the Mississippi legislature

intend, without explicitly saying so, to provide Mississippians

worldwide uninsured motorist coverage?                    Or did the legislature

import into the UM Act the territorial limits prescribed by the

Safety    Responsibility    Act?      We      have    looked     at    the    statute,

canvassed the case law and commentary in this area, and conclude

that nothing in the language or purpose of the statute or the case

law supports the conclusion that the UM Act expresses a policy

judgment that Mississippians are entitled to worldwide uninsured

motorist coverage.       Instead, we find that the UM Act is subject to

the   same    territorial      restrictions           found      in     the     Safety

Responsibility Act.

A. The UM Statute—Its Plain Meaning and its Purpose

       A bedrock principle of statutory construction in Mississippi

is that courts should strive to effectuate the intent of the

legislature and the purpose of the legislation.                  See Easterling v.

Howie, 179 Miss. 680, 176 So. 585 (1937).                 Legislative intent, the

Mississippi    Supreme    Court    has    said,      is    the   "    "pole    star   of


                                         12
guidance.' "   Evans v. Boyle Flying Serv., Inc., 680 So.2d 821, 825

(Miss.1996) (quoting Quitman County v. Turner, 196 Miss. 746, 18

So.2d 122, 124 (1944)).        At the same time, we have been instructed

to avoid deciding "what the law ought to be" and focus instead on

"the positive command of the statute."           Wickline, 530 So.2d at 714

(emphasis added);       see also Brown v. Hartford Ins. Co., 606 So.2d

122, 125 (Miss.1992).          We must show "due regard ... for the

differing functions of the legislative and judicial branches of

government.      Such    due   regard    prevents   us    from      rewriting   the

statutes to reach a more preferable result under the pretext of

interpretation."    Cossitt, 541 So.2d at 442;             see also Harris v.

Magee, 573 So.2d at 655.

      At the outset, we note that it is far from clear that if the

UM Act does not include the territorial limitations of the Safety

Responsibility    Act,    it   must     follow   that    the   UM    Act   mandates

worldwide uninsured motorist coverage. For one can plausibly argue

that absent the territorial restriction, the UM Act is silent as to

territorial scope and an insurer may therefore limit coverage to

Mississippi alone.        This conclusion would be in keeping with

Daughdrill, 474 So.2d 1048, in which the Mississippi Supreme Court

(interpreting the UM Act) held that "a statute which enumerates and

specifies the subjects or things upon which it is to operate, is to

be construed as excluding from its effect those subjects not

expressly mentioned or included under a general clause."                    Id. at

1051 (construing Southwest Drug Co. v. Howard Bros. Pharmacy, 320

So.2d 776 (Miss.1975));          see also Cossitt, 541 So.2d at 440


                                        13
(applying the principle to the UM Act).

     However, we do not believe that the Mississippi legislature

intended to restrict uninsured motorist coverage to Mississippi

alone.   By referring to the "limits" of the Safety Responsibility

Act, the Mississippi legislature plainly intended to import into

the UM Act the protections afforded by the Safety Responsibility

Act (which provides coverage for the United States and Canada).

See Belk v. Bean, 247 So.2d 821, 828 (Miss.1971) ("Where statutes

refer specifically to another statute, it specifically embodies the

statute referred to into the adopting statute.   The effect of the

adopting of an earlier statute is to incorporate the entire section

of the earlier statute, the same as if recopied in the later

statute.").

     The district court's conclusion that the plain terms and

purpose of the UM Act provide worldwide uninsured motorist coverage

rests on two grounds.    First, the district court reasoned that

because the UM Act did not explicitly state that uninsured motorist

coverage is subject to a territorial restriction, "[t]he Court will

not read provisions into the UM Act which were not included by the

legislature."   Second, the district court concluded that the term

"limits" in the UM Act refers only to the monetary, and not

territorial, limits in the Safety Responsibility Act. The district

court reached this conclusion based on the "ordinary meaning" of

the word "limits" in insurance policies and the fact that "limits"

in the Safety Responsibility Act appears after the territorial

restriction in that statute. From these two premises, the district


                                14
court held that "[i]f the insurance companies are opposed to

providing [worldwide uninsured motorist] coverage, their remedy

lies with the Mississippi legislature and not with this Court." We

are not persuaded.

      The district court's first rationale simply proves too much.

Just because the Mississippi legislature did not explicitly include

a   territorial     restriction   in   the    UM    Act    does   not    mean   that

uninsured motorist coverage should extend to automobile accidents

occurring around the world.         The district court itself read into

the UM Act the monetary limits found in the Safety Responsibility

Act even though those monetary limits do not appear on the face of

the UM Act.

      Moreover, rather than support such a construction of the UM

Act, the plain terms of the UM Act in fact belie the contention

that the Act represents an across-the-board policy judgment that

Mississippians shall receive worldwide uninsured motorist coverage.

As we have pointed out, the UM Act incorporates the "limits" of the

Safety   Responsibility     Act.        The       Safety   Responsibility       Act

distinguishes between policies issued to owners and those issued to

operators.     §    63-15-43(2)(a)     &    (b)    (owners);      §     63-15-43(3)

(operators).      Notably, although not stated as such in the section

applicable to owners of automobiles, subsection (3) of the Safety

Responsibility Act imports the "territorial limits" applicable in

subsection (2)(b).        This reference to "territorial limits" in

subsection    (3)   unambiguously      suggests     that    uninsured      motorist

coverage for policies issued to operators of automobiles is subject


                                       15
to the territorial restriction in the Safety Responsibility Act.

Accordingly, we find it highly implausible (indeed, there is not

even a hint) that the Mississippi legislature intended to establish

a policy of worldwide coverage for owners of automobiles, but limit

coverage    to    specified     territories          in   operator      liability

policies—especially        because   the     plain    terms   of     the    Safety

Responsibility Act provide that owner and operator policies are

subject to exactly the same limitations.

       More to the point, to the extent that the district court's

conclusion can be read to apply to uninsured motorist claims

brought under owner and operator policies, the district court's

reasoning writes the words "territorial limits" out of § 63-15-

43(3).   This is so for obvious reasons:          If, as the district court

concluded, the UM Act is not at all subject to the territorial

limitations of the Safety Responsibility Act, yet the Safety

Responsibility Act explicitly states that operator policies are

subject to the "territorial limits" in § 63-15-43(2)(b), then the

"territorial     limits"    language    of    §   63-15-43(3)      is      rendered

nugatory.   We decline to read such critical terms out of the Safety

Responsibility Act.

       The district court's second rationale fails as well because

the district court erroneously concluded that the term "limits"

only refers to the monetary limits in the Safety Responsibility

Act.   Based on the meaning and location of the word "limits," the

district court found, by negative implication, that the Mississippi

legislature intended through the UM Act to provide Mississippians


                                       16
worldwide uninsured motorist coverage.                      We conclude that the

Mississippi legislature, through nothing more than silence, could

not    have   intended    to    provide      Mississippians            such   broad-based

uninsured motorist coverage.

       By all accounts, the UM Act was enacted to fill the gaps left

by the Safety Responsibility Act—nothing more and nothing less. As

we have said, the Mississippi legislature intended to provide

Mississippians injured by uninsured motorists a floor of coverage;

the Safety Responsibility Act provides that floor.                            Nothing in

Mississippi case law or commentaries suggests the Mississippi

legislature,     through        the   UM    Act,      addressed         the   problem     of

Mississippians injured by uninsured motorists around the world.

Notwithstanding the tragic and compelling facts presented in this

case, our duty under Erie prevents us from finding worldwide

uninsured motorist coverage under the UM Act.

       In short, we find that the only construction of the UM Act

which    properly      accounts       for   subsection           (3)    in    the   Safety

Responsibility Act and recognizes the gap-filling role of the UM

Act is    that   the     term    "limits"        in   the   UM    Act    refers     to   the

territorial and monetary limitations in the Safety Responsibility

Act.    The case law bolsters our conclusion.

B. The Case Law

       We have found no indication in Mississippi case law that the

UM Act requires insurers to provide Mississippi insureds worldwide

uninsured motorist coverage. We reach this conclusion by analyzing

the territorial restriction in the Boatners' policy in light of the


                                            17
four principles we have extracted from Mississippi's uninsured

motorist case law.

1. Liberal Construction

      The Mississippi Supreme Court has instructed us to avoid

exceptions or exemptions from coverage under the UM Act.                 See In re

Guardianship of Lacy v. Allstate Ins. Co., 649 So.2d 195, 197

(Miss.1995);        Garrett, 487 So.2d at 1323.             At the same time,

however, we simply cannot rewrite the UM Act "to include situations

not expressly provided for or contemplated under the guise of

liberally    construing       the   statute   in   order    to     accomplish   its

designed purpose."         Cossitt, 541 So.2d at 440;       see also Medders v.

United States Fidelity & Guar. Co., 623 So.2d 979, 989 (Miss.1993);

Washington     v.    Georgia     Am.   Ins.   Co.,    540    So.2d     22,    25-26

(Miss.1989).

     We reiterate that neither the plain language of nor the

purpose    behind    the    UM   Act   suggests    that    worldwide    uninsured

motorist    coverage    represents      Mississippi       public    policy.     The

Mississippi legislature was simply not concerned with this problem,

and the Boatners have provided no persuasive authority to the

contrary. The result urged by the Boatners would require us, under

the rubric of liberal construction, to extract from the UM Act that

which does not exist.

2. Interpreting the Territorial Restriction from the Standpoint of
     the Boatners

     This principle of uninsured motorist law essentially turns on

the Boatners' expectations with regard to coverage for Bradley

Boatner's death. The Mississippi Supreme Court has repeatedly said

                                        18
that the Mississippi legislature intended to put "first accident"

insureds in as good a position as they would have been had the

uninsured    motorist     purchased     automobile      liability    insurance

pursuant    to   the    terms   of    the   Safety     Responsibility     Act.11

Accordingly, our task is to determine whether the Boatners could

have expected coverage under their policy if the owner or operator

of the flatbed truck was insured.

      The answer to this question is plain enough—the Boatners could

not have expected coverage under the circumstances of this case

because the Safety Responsibility Act provides coverage only for

accidents occurring in the United States and Canada.                See, e.g.,

Spradlin, 650 So.2d at 1387-88 (declining to find UM Act coverage

for   shooting   that    did    not   involve   the     operation,      use,   or

maintenance of an automobile when such coverage would not have been

available under the Safety Responsibility Act).                 Thus, both the

district court's and the Boatners' reading of the UM Act as

providing    broader      (worldwide)       coverage     than     the     Safety

Responsibility Act does not square with Mississippi principles of

divining the intent behind the UM Act.

3. Does the UM Act Provide Broader Protection than the Atlanta
     Specialty Policy?


      11
       See Spradlin v. State Farm Mut. Auto. Ins. Co., 650 So.2d
1383, 1387 (Miss.1995);    Payne, 603 So.2d at 345, 346, 348-49;
Lawler v. Government Employees Ins. Co., 569 So.2d 1151, 1154
(Miss.1990); Aitken v. State Farm Mut. Auto. Ins. Co., 404 So.2d
1040, 1043 (Miss.1981), overruled on other grounds, State Farm Mut.
Auto. Ins. Co. v. Nester, 459 So.2d 787 (Miss.1984); Lowery v.
State Farm Mut. Auto. Ins. Co., 285 So.2d 767, 770 (Miss.1973);
Rampy, 278 So.2d at 432; McMinn v. New Hampshire Ins. Co., 276
So.2d 682, 684 (Miss.1973).

                                       19
      Both the district court and the Boatners rely on language from

the Mississippi Supreme Court's decision in Lowery, 285 So.2d 767,

which states that

      "Whenever bodily injury is inflicted upon [a] named insured or
      insured members of his family by the negligence of an
      uninsured motorist under whatever conditions, locations, or
      circumstances, any of such insureds happen to be in at the
      time, they are covered by uninsured motorist liability
      insurance ...."

Id. at 773 (quoting Mullis v. State Farm Mut. Auto. Ins. Co., 252

So.2d 229, 233 (Fla.1971)).        From this statement, the district

court and the Boatners conclude that the UM Act provides for

worldwide uninsured motorist coverage and that therefore Atlanta

Specialty's territorial restriction is void because it provides

less protection than that contemplated by the UM Act.12          We cannot

agree.

      To begin with, we hesitate to hold that this language is a

permanent fixture of Mississippi uninsured motorist law because the

language (1) comes from an out-of-state court's interpretation of

its   own   uninsured   motorist   statute   and   (2)   was   quoted,   for

illustrative purposes, in a series of quoted passages from other

jurisdictions.    Nonetheless, even if we assume that this language

is a correct statement of Mississippi law, we do not subscribe to

the district court's or the Boatners' interpretation of that


      12
       Relying on a decision from the Montana Supreme Court, the
Boatners argue that uninsured motorist coverage under the UM Act is
"portable." (Citing Jacobson v. Implement Dealers Mut. Ins. Co.,
196 Mont. 542, 640 P.2d 908, 912 (1982)). This argument, however,
is question-begging because the issue is whether Mississippi's UM
Act provides for worldwide portability (as opposed to portability
within the United States and Canada).

                                    20
language.    We agree with Atlanta Specialty that the Lowery court

was not speaking of worldwide uninsured motorist coverage; rather,

the court was suggesting—as the plain language of the Lowery

opinion states—that covered insureds " "may be pedestrians at the

time of ... injury, they may be riding in motor vehicles of others

or    in public   conveyances   and   they   may   occupy   motor   vehicles

(including Honda motorcycles) owned by but which are not "insured

automobiles" of [the] named insured.' "         Lowery, 285 So.2d at 773

(quoting Mullis, 252 So.2d at 233).

4. Turning a Blind Eye to Foreign Jurisdictions

       Finally, although the Mississippi Supreme Court has not always

ignored the view among other American jurisdictions on questions of

uninsured motorist law (see supra note 7), we have focused our

analysis on and grounded our conclusion in the plain terms of the

UM Act as well as the Mississippi Supreme Court's interpretation of

it.

                                CONCLUSION

       Mindful of the adage that hard cases make bad law, we conclude

that the territorial restriction in Atlanta Specialty's uninsured

motorist policy does not violate Mississippi public policy as

embodied in the UM Act.         Accordingly, we REVERSE the district

court's judgment and RENDER judgment for Atlanta Specialty.

       REVERSED AND RENDERED.




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