The opinion of the court was delivered by: Honorable Paul A. Crotty, United States District Judge
Plaintiff Trident International Limited ("Plaintiff" or "Trident"), a cruise-ship caterer, seeks indemnity from a marine insurer for liabilities incurred following injuries suffered by three employees in the course of their catering duties. Trident was a co-assured under a protection and indemnity ("P&I") insurance policy issued by Defendant American Steamship Owners, Inc. ("Defendant," "American Club," or "the Club") to the owner of the cruise line on which Trident was catering. Trident submitted its claims to the Club, which denied reimbursement on two claims, and provided only partial reimbursement on the third. Thereafter, on April 19, 2005, Trident filed the complaint in this action, seeking full reimbursement for all three claims. The parties now cross-move for summary judgment. For the reasons set forth below, the motions for summary judgment are denied.
Trident is a corporation which was formerly engaged in the business of providing catering services to cruise lines.*fn2 Trident provided food and beverage service on the "OCEAN BREEZE," a cruise ship operated by Imperial Majesty Cruise Lines ("IMCL"). IMCL was insured by American Club, a member-operated, not-for-profit, marine protection and indemnity association.*fn3 Under the policy, American Club provided marine P&I coverage to IMCL-and by extension to Trident as an "additional assured" by virtue of the fact that it provided services on IMCL's vessels. Although American Club is controlled by its own Board of Directors, its dayto-day affairs are managed by Shipowners Claims Bureau, Inc. ("SCB"). The Club's insurance contracts are governed by its "By-Laws and Rules" (the "Rules"), developed and adopted with its unique status as a non-profit, member-driven insurer in mind. (See By-Laws and Rules ("Rules"), American Steamship Owners Mutual Protection and Indemnity Association, Inc., attached to Defendant's Reply Memorandum of Law in Support of its Cross Motion for Summary Judgment as Appendix A.)
While providing catering services on the OCEAN BREEZE, three Trident employees were injured during the course of their work. The employees sued Trident to recover for losses sustained as a result of their injuries, giving rise to the various payouts at issue in this lawsuit. The three injuries and claims are:
(1) The Taylor claim, May 22, 2000: Taylor slipped and fell on a wet floor while loading supplies, injuring his left knee and lower back ($302,757.75 in losses claimed by Trident) (Reply Affidavit in Support of Plaintiff's Motion for Summary Judgment, Raymond A. Connell Affidavit ("Connell Reply Aff.") ¶ 49).
(2) The Cartaya claim, June 29, 2000: Cartaya sustained injuries while jumping from the vessel to a tender ($359,393.56 in losses claimed by Trident) (Connell Reply Aff. ¶ 72).
(3) The Rivera claim, March 7, 2001: Rivera was an assistant cook who slipped on a galley floor, sustaining injuries to his heel and lower back ($201,913.19 in losses claimed by Trident) (Connell Reply Aff. ¶¶ 96, 99).
While litigating the various claims, American Club, via its management company SCB, communicated intermittently with Trident concerning the defense of the actions, but the extent of such consultation and the scope of SCB's participation in the defense remain in dispute.
Trident eventually settled the Taylor and Rivera claims and won a jury verdict in the Cartaya claim, and then sought reimbursement from American Club under its P&I coverage for the expenses incurred in adjudicating the disputes, including the costs of settlement, medical care, attorney fees, and other litigation expenses. American Club initially denied reimbursement on the Taylor claim, and provided partial reimbursement on the Cartaya and Rivera claims, but those decisions were not final as they were subject to review by the Club's Board of Directors. Upon review, the Board affirmed the denial of the Taylor claim in its entirety, denied reimbursement for any amount in excess of $194,856.03 in the Cartaya claim (leaving $164,537.53 unpaid), and denied reimbursement on the Rivera claim (thereby reversing the initial approval of $65,000.00 reimbursement), in all cases citing various violations of the conditions precedent outlined in the Club's Rules. On April 19, 2005, Trident filed the complaint in this action, seeking full reimbursement for all three claims in the total amount of $669, 208.47.*fn4 American Club answered on June 10, 2005, denying liability; these cross-motions followed.
I. Summary Judgment Standard
A motion for summary judgment shall be granted if the pleadings demonstrate that "there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). A genuine issue of material fact exists if "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). But "[w]here the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no 'genuine issue for trial.'" Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citations omitted). The moving party initially bears the burden of demonstrating that no genuine issues of material fact remain. See Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If the moving party meets this burden, the non-moving party must "set forth specific facts showing that there is a genuine issue for trial." Fed. R. Civ. P. 56(e). "Conclusory allegations, conjecture, and speculation" are not enough to survive the summary judgment motion. Niagara Mohawk Power Corp. v. Jones Chem., Inc., 315 F. 3d 171, 175 (2d Cir. 2003). For the purposes of ...