Ameriprise Captive Ins. Co. v. Audatex North Am.

Agreement Did Not Show 'Unmistakable Intent' to Require Defendant to Defend, Indemnify

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OPINION AND ORDER Plaintiff Ameriprise Captive Insurance Company (“Ameriprise” or “Plaintiff”), as subrogee of IDS Property Casualty Insurance Company (“IDS”), commenced this action against Defendant Audatex North America, Inc. (“Audatex” or “Defendant”), for breach of contract. See generally ECF No. 1. Plaintiff alleges that Defendant breached its contractual obligations to indemnify the cost of defending and settling another lawsuit, Zuern v. IDS Prop. Cas. Ins. Co., No. 3:19-cv-06235 (MLP), (W.D. Wash.) (“Zuern”), and carry certain insurance. Pending before the Court is Defendant’s motion to dismiss with prejudice under Federal Rule of Civil Procedure (“Rule”) 12(b)(6). ECF No. 22.¹ For the following reasons, Defendant’s motion to dismiss is GRANTED. BACKGROUND² I. The Parties Plaintiff Ameriprise is a Vermont insurance company with its principal place of business in Minnesota. Compl. 6. Ameriprise provided insurance coverage to its affiliate, IDS, for purposes of the Zuern litigation. Id.

1, 6, 35, 47. IDS is a Wisconsin insurance company with its principal place of business in Wisconsin. Id. 7. Because the parties agree that the corporate distinction between Ameriprise and IDS is “immaterial for purposes of this motion to dismiss,” the Court hereafter refers to the Ameriprise and IDS entities collectively as “Ameriprise” or “Plaintiff.” Br. at 3 n.4 (referring to entities collectively as “Ameriprise” or “Plaintiff”); see Compl. 47 (alleging that Ameriprise “is subrogated to the rights of” IDS). Defendant Audatex is a Delaware corporation with its principal place of business in California. Compl. 8. Defendant sells services and software to insurance companies, including to Plaintiff. Id. 13. II. The Agreement In October 2011, the parties entered into the Application Service Provider Agreement (the “Agreement”), and a Statement of Work for purposes of implementing the Agreement. Id.

Ameriprise Captive Ins. Co. v. Audatex North Am.

Agreement Did Not Show 'Unmistakable Intent' to Require Defendant to Defend, Indemnify

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