Submitted June 10, 2015
Appeal from United States District Court for the District of Minnesota - Minneapolis.
For Ritrama, Inc., Plaintiff - Appellant: Bryan R. Freeman, Eric John Nystrom, Lindquist & Vennum, Minneapolis, MN.
For HDI-Gerling America Insurance Company, Defendant - Appellee: Thomas B. Caswell III, Nicholas Dolejsi, Zelle & Hofmann, Minneapolis, MN.
Before LOKEN, BYE, and KELLY, Circuit Judges.
BYE, Circuit Judge.
Ritrama, Inc. (" Ritrama" ) appeals the district court's decision that Ritrama's general liability insurer, HDI-Gerling America Insurance Co. (" Gerling" ), does not have a duty to defend Ritrama in a defective-product action filed against it by Burlington Graphics Systems (" Burlington" ). Ritrama argues the district court erred in interpreting the term " claim" in the governing insurance policy and in finding sufficient evidence that a claim was made against Ritrama prior to the effective date of the claims-made policy. We affirm.
Ritrama manufactures pressure-sensitive flexible films and cast vinyl films for various applications, including for vehicle graphics products. Over a number of years, Burlington--Ritrama's former customer--purchased more than $8 million worth of cast vinyl film products from Ritrama to manufacture graphic decals for customers in the recreational vehicle (" RV" ) industry.
No later than early 2008, Burlington reported to Ritrama that RV owners were experiencing issues with the graphics. In one of its early emails, Burlington informed Ritrama that it was " not going to let [quality issues] just pass by" and that if Ritrama failed to take corrective action, it would seek an alternate supplier. The parties then engaged in discussions about how to solve the issues and how to allocate payment for the sustained losses. On July 8, 2008, Patrick McCormack, a manager for Ritrama, met with Burlington's President, Mark Edwards, to discuss the product failures. McCormack sent an email memorializing the action plan agreed to at the meeting:
Mark [Edwards] will be meeting with Keystone [(one of Burlington's customers who reported failures)] next Thursday or Friday to update them on the 530 [vinyl] and where we [(Ritrama)] are going with the claims. Mark indicates that Keystone is taking a clean-cut approach of " moving on." Ritrama will discuss the Keystone claim on Monday during conference call. [Burlington] intends to establish an agreement of an hourly charge for re-work with Keystone. Mark will be compiling a summary of the re-work claims submitted to them since April of 2007. Mark has requested that Ritrama provide information as to what they will need to review all material pertaining to the claim (lot#, PO# etc . . .).
On September 9, 2008, Burlington sent Ritrama a spreadsheet detailing three claims for monetary damages based on the product failures, which totaled $53,219.37. McCormack responded to the spreadsheet by explaining that his " group went over the claim summary and [he] left Mark [Edwards] a voicemail with some questions," which included: " What is [Burlington's] expectation of Ritrama on this claim? Is there a certain percentage split you have in mind? When we settle on what the split will be, will this be it? Our intention is to close this out with [Burlington] and have nothing else waiting in the balance (so-to-say)."
In October, Ritrama again communicated with Burlington regarding the amount necessary to reach a settlement:
I know we have been playing a bit of phone tag over the past two weeks. Our group discussed the original $53k claim that was submitted to me. . . . I also need to know a bit more on [Burlington's] expectation as to how much Ritrama should share in this claim. We are ...