Free Brief in Support of Motion - District Court of Colorado - Colorado

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO
Civil Action No. OI-cv-2018-RPM- MJW

APARTMENT INVESTMENT AND MANAGEMENT COMPANY , alklaAIMCO , a Maryland corporation

Plaintiff

NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH , PA , a Pennsylvania corporation , et aI.
Defendants.

DEFENDANT FIRST CAPITAL GROUP' S BRIEF IN SUPPORT OF ITS MOTION FOR APPLICATION OF NEW YORK LAW
Pursuant to Federal Rule of Civil Procedure 56(b), Defendant First Capital Agency, Inc.

d/b/a First Capital Group (" First Capital") submits the following Brief in Support of its Motion
for application of New York law to AIMCO' s claims against First Capital , and to First Capital'
defenses.

INTRODUCTION AND SUMMARY OF ARGUMENT
Plaintiff Apartment Investment and Management Company ("AIMCO") initially filed its
lawsuit against Defendant National Union Fire Insurance Company of Pittsburgh, PA (" National

Union ) seeking damages for breach of an insurance policy issued in New York. First Capital
was one of several non- Colorado insurance brokers who were involved in procuring the National

Union insurance policy, whom AIMCO added as Defendants in subsequent pleadings. AIMCO

has three remaining claims for relief against First Capital: (I) Negligent Misrepresentation , (2)

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Negligence, and (3) violation of Colorado Revised Statutes Section 13-21- 111.5(4) (Common
Plan or Design). (p1.' s Fourth Am. Compl. , Fourth , Seventh , and Eighth Claims for Relief.

As demonstrated below , the issue of whether New York or Colorado law applies to
AIMCO' s claims against First Capital and First Capital' s defenses is critical to the resolution of

those claims. Although AIMCO appears to assume that its Colorado residency mandates that all
of its claims be adjudicated under Colorado law

(see id. ~ I), none of the conduct or

transactions giving rise to AIMCO' s
Colorado. Rather ,

claims against First Capital occurred in the State of

all of the relevant conduct and contacts took place in New York. Thus , New

York rather than Colorado has the most significant relationship to the alleged tortious conduct.
Under New York law, First Capital cannot be held liable to AIMCO under AIMCO'

theory of damages , and AIMCO' s negligent misrepresentation and Common Plan or Design

claims fail as a matter oflaw. As an aid to the efficient resolution of this case , this Court should

determine at the outset that the law of New York is applicable to AIMCO' s claims and First
Capital's defenses.

STATEMENT OF FACTS
AIMCO is the only resident of Colorado among the parties identified in AIMCO'
Complaint. (PI. ' s Fourth Am. Compl. ~~ I , 2 , 4 , 5 , 6 , 9, and 13; First Capital' s Comb. Counter

Compl. ~~ 6 - 8; Ans. Third- Party Defs. Ray Baldwin and Swain & Baldwin , Inc. ~~ 6 - 8.

The majority of parties , including First Capital , are residents of New York where
all of the meetings and contacts relevant to this action took place.

(Id.

First Capital is a multi-faceted New York company involved in the insurance

industry that takes on various roles depending on the needs and requests of the client , including

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that of insurance agent , wholesale broker, and claims representative among others. (Deposition

Testimony of Alvin Moss (" Moss Depo ) at 14:12- 14:16.
Through a series of meetings in New York City, Defendant National Union
agreed to issue a three- year policy of property insurance for AIMCO (" the ' 37 Policy"). (PI.'
Fourth Am. Cmpl. at ~ 30.
National Union issued the insurance binder in the state of New York.

(!d. and

Exhibit AFirst Capital never

had any direct contact with AIMCO in Colorado , rather all of

First Capital' s contacts with AIMCO were with its risk manager - Ray Baldwin of Texas.

(Exhibit A- , Moss Depo. at 238:9- 14;

see also

Exhibit A- , Baldwin AIMCO business card;

First Capital's Comb. Counter Compl. ~~ 6 - 8; Ans. Third- Party Defs. Ray Baldwin and Swain
& Baldwin , Inc. ~~ 6 - 8.

All meetings between First Capital and Mr. Baldwin (representing AIMCO) were

held in New York City. (Deposition of Ray Baldwin ("Baldwin Depo ) at 252:10271:1 ; PI.' s Fourth Am. Compl. ~~ 42 44; Exhibit A- , Moss Depo. at 366:2- 13.

, and 269:9-

Mr. Baldwin met Dennis Reilly and Al Moss of First Capital for the first time on
August 22 , 2000 ,

in New York City. (Exhibit A- , Baldwin Depo at 252:10- 23).

1 Excerpts ofMr. Moss ' deposition testimony are attached hereto as Exhibit A-

2 Excerpts ofMr. Baldwin s deposition testimony are attached hereto as Exhibit A-

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On or about August 23 , 2000 , another meeting was held in New York City to

discuss , among other things , National Union s concerns regarding the higher than expected
losses being experienced on the ' 37 Policy. (pI. ' s Fourth Am. Cmpl. ~~ 42 , 44).
10.

On or about September 27 , 2000, a second key meeting took place at Defendant

Roger Metzger & Associates ' office in New York to discuss further changes to the National
Union ' 37 Policy attended by: Vito Gruppuso (NPS), Ray Baldwin (representing AIMCO), Al

Moss and Dennis Reilly (First Capital), and Don Kelly and Richie Metzger (Metzger). (Exhibit
, Baldwin Depo at 269:9 - 271 :1; Deposition Testimony of Dennis Reilly ("Reilly Depo ) at
483:19 - 484:17.

11.

A third key meeting occurred on January 8 , 2001 at the New York offices of

National Union. (Exhibit A- I, Moss Depo. at 366:2- 13.
12.

Mr. Baldwin acted on behalf of AIMCO during these meetings. (Exhibit A-

First Capital' s Comb. Counter Compl. ~~ 6 - 8; Ans. Third-Party Defs. Ray Baldwin and Swain

& Baldwin , Inc. ~~ 6 - 8.
13.

There is no evidence of any material contacts taking place in Colorado between

First Capital and anyone at AIMCO.

ARGUMENT
Before a jury may assess the merits of AIMCO' s claims against First Capital or First
Capital's defenses ,

the Court must determine whether the law of Colorado or the law of New

York applies to the claims asserted by AIMCO in this case. The claims against First Capital

3 Excerpts ITom Mr. Reilly s deposition testimony are attached hereto as Exhibit A-

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implicate actions taken entirely by New York entities - save for AIMCO -

and conduct that

occurred wholly in New York. As explained in more detail below , New York - not Colorado - is

the state with the most significant contacts to the tort claims alleged against First Capital and
thus , the Court should apply New York law. Colorado applies the most significant relationship

test to determine which local law applies to a party's claims and defenses. Applying New York
law to AIMCO' s claims against First Capital , AIMCO' s theory of damages against First Capital
fails , and its claims for negligent misrepresentation and Common Plan or Design fail as a matter

oflaw.
NEW YORK LAW APPLIES TO PLAINTIFF' S CLAIMS FOR RELIEF
When assessing which state s law to apply to multi-state tort claims , Colorado applies the

most significant relationship test contained in the RESTATEMENT (SECOND) OF CONFLICT OF
LAWS ,
2004); ~ 145 (1971 & Supp. 2004).

See Hoiles v. Alioto 345 F. Supp. 2d 1178 , 1183- 4 (D. Colo.
728 F. Supp. 642 ,
644 (D. Colo. 1990).

Lewis-DeBoer v. Mooney Aircraft Corp.

See

also First Nat l Bank in Fort Collins v. Rostek 182 Colo. 437 , 448-

514 P. 2d

314 , 320 (1973).

The Restatement Section 145(2) lists four contacts to consider when determining which state has
the most significant contacts: (I) the place where the injury occurred ,

(2) the place where the

conduct causing the injury occurred , (3) the domicile , residence , nationality, place of

incorporation and place of business of the parties , and (4) the place where the relationship, if
any, between the parties is centered.

Lewis-DeBoer 728 F. Supp. at 644.
the Court must evaluate and assign a

In performing its analysis ,

relative degree of
Id.

importance to each contact with respect to each particular issue under consideration.

Here

where the torts alleged involve misrepresentation or false advertising, the place of injury does

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not playa very important role. REST. (SECOND) OF CONFLICT OF LAWS , ~ 145 ,

comment f.

Rather, in determining the state whose local law should apply the greatest weight is given to the
principal location of the defendant' s conduct.
Id.

It is undisputed that all of the conduct attributable to First Capital occurred in New York.

First Capital never came to ,

called or contacted

AIMCO in Colorado. All of the alleged

statements made by First Capital giving rise to any alleged misrepresentation occurred in New

York. Thus, New

York is the locale for

all

of this defendant' s conduct - weighing heavily in

favor of applying New York law to the claims against First Capital.

Consideration of the third and fourth factors supports the same conclusion. While

AIMCO is resident in Colorado , the three primary actors connected to First Capital' s

alleged

conduct - First Capital , Metzger and National Union - are all located in New York. Moreover

because all of the alleged conduct by First Capital occurred in New York , it follows that New
York is the place where the relationship between the parties was centered.

Three of four factors weigh in favor of New York law. Applying the greatest weight to
the second factor, as recommended by the RESTATEMENT , ~ 145 , comment f, New York has the
most significant relationship to the claims against First Capital and New York law should apply.

II.

THE APPLICATION OF NEW YORK LAW ELIMINATES ANY CAUSAL CONNECTION BETWEEN AlMCO' S ALLEGED DAMAGES AND THE CONDUCT OF FIRST CAPITAL
New York law is clear that an insurance broker is liable to an insured only

for insurance
as

premiums that the broker received or otherwise handled on behalf of the insured. Where,

here , the evidence is undisputed that First Capital never handled the $31. 7 million in premium

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finance money that AIMCO contends was used to pay for the property insurance coverage at
issue , First Capital has no liability to AIMCO under New York law for any of its return.

AIMCO claims that it is owed $7 million in out-of-pocket losses for the primary property
insurance at issue in this case. (See

Expert Report of Herbert E. Walter ,

attached hereto as

Exhibit A- 6,

p. 2 ,

~ 6. )

Mr. Walter

identified the "Amount Paid" by AIMCO in paragraph 9 of

his Report, wherein he states: "AIMCO funded this policy with a $3 527, 274 down payment and

a commercial premium finance agreement ("PFA") in the amount of $28 595,468 with AFCO
Credit Corporation. " Mr. Walter

also identified an additional $10 million paid by AIMCO in

two five million payments , one in December 2000 and one in February 2001. (Exhibit AWalter Expert Report , at p. 3 , ~ 14. )
These two payments form the

basis of AIMCO' s premium

payments for which it is now seeking damages.

New York law is explicit that an insurance broker is liable only for premiums that it
actually receives.

See,

e.

McKinney s Insurance Law ~ 2120 (" every

insurance agent and

every insurance broker acting as such in this state shall be responsible in a fiduciary capacity for all funds received or collected as insurance agent or broker
Ambassador Ins. Co. v. Cohen

AD. 2d

627 , 627- 8 (N. Y. 1981) (where insurance broker did not handle funds, breach of

fiduciary duty claims dismissed).
Here , it is undisputed that First Capital did not handle any of the AFCO funds. (Exhibit

, Moss Depo at 440:21

- 443:8).

None of Plaintiffs experts could show otherwise.

4 Deposition of Robert Quinn (Deposition of Herbert Walter ("Walter Depo ) at 126:4 - 126:25;

4 Excerpts ofMr. Walter s deposition testimony are attached hereto as Exhibit A- 7.

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Quinn Depo ), at 483: 14 - 484:6 ; Deposition of John Costigan (" Costigan Depo ) at 482:8 482:22l

Nor is there any evidence that First Capital handled the $10 million paid by AIMCO

pursuant to Mr. Walter s Report , ~ 14. Absent any evidence the monies making up the "Amount

Paid" by AIMCO made their way into First Capital' s hands , there is no basis under New York
law to hold First Capital liable for AIMCO' s damages.

III.

UNDER NEW YORK LAW, THERE IS NO SPECIAL RELATIONSHIP
BETWEEN AlMCO AND FIRST CAPITAL GIVING RISE TO A CLAIM FOR NEGLIGENT MISREPRESENTATION
Under New York law , AIMCO cannot establish the requisite special relationship between

it and First Capital in order to prevail on AIMCO' s negligent misrepresentation claim. Absent

that special relationship, AIMCO' s Fourth Claim for Relief fails as a matter of law. There can

be no debate that New York law applies to this claim. The relevant conduct by First Capital and
National Union , both New York entities , all occurred in New York. The only connection to

Colorado is potentially the location of the injury to the plaintiff - a consideration that receives
lesser weight than the location of the defendant' s conduct when assessing a misrepresentation
claim. REST. (SECOND) CONFLICTS OF LAWS, ~ 145 ,
as here

comment f. This is especially true where,

, First Capital had no contact and no communication whatsoever with AIMCO in

Colorado.

In contrast to its negligence claim , AIMCO' s negligent misrepresentation claim relates
solely to conduct by First Capital after National Union bound the ' 37 Policy.
(See

PI' s Fourth

5 Excerpts ofMr. Quinn s deposition testimony are attached hereto as Exhibit A6 Excerpts of Mr. Costigan s deposition testimony are attached hereto as Exhibit A-

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Am. Cmpl. , ~ 99 " National Union and the Broker Defendants gave false information to AIMCO
with respect to the property insurance coverage that AIMCO purchased

ITom National Union.

This information included misrepresentations about the scope, terms , and duration of coverage
being provided

to AIMCO, and about the re-rating formula that was to be applied to determine

the premium for the promised second year of coverage. " (emphasis added). ) There is nothing in
this claim that addresses conduct pre- binding.

Under New York law ,

in order to establish a negligent misrepresentation claim for

economic injury, AIMCO must demonstrate either actual privity of contract between it and First
Capital or a relationship so close as to approach that of privity.

Ossining Union Free School
2d 91 ,

Dist. v. Anderson LaRocca Anderson 539 N.

91

(N.Y.

1989). Where there is no privity

and no demonstration a special relationship exists , a negligent misrepresentation claim fails as a
matter oflaw.

Trizzano v. Allstate Ins. Co. 7 A. D.3d

783 ,

785 (N.Y. App. Div. May 24 , 2004)

(no special relationship established between insured and insurance broker).

There can be no dispute that AIMCO and First Capital are not in privity. There is no

contract between them. Absent a formal contract , AIMCO must prove the following three
elements in order for its negligent misrepresentation claim to survive: (I)

awareness by First

Capital that its statements were to be used for a particular purpose or purposes; (2) reliance by

AIMCO in furtherance of that purpose; and (3) some conduct by First Capital linking it to
AIMCO and evincing First Capital's understanding of AIMCO'
v. Arthur Anderson s reliance.

Credit Alliance Corp.

Co. 483 N.

2d 110 ,

118 (N. Y.

1985).

AIMCO' s allegations demonstrate that under New York law, it cannot establish those

three elements as to First Capital with respect to the post-binding conduct at issue. First , there is

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no evidence that any statement by First Capital was to be used for a particular purpose. Rather

AIMCO attributes all of the alleged statements relating to " scope ,
coverage " in addition to the "re-rating formula" to National Union.
(See

terms , and duration of

PI' s Fourth Am. Cmpl.

~~ 42-

, 56- 68. )

Here ,

it is National Union that provided the insurance coverage , thus the

actual scope , terms and duration of coverage derived ITom National Union. Wherever First
Capital is mentioned , it is only as a conduit of information ITom National Union to AIMCO or
vice versa.

(See id. ~~ 57 - 59 , 63 , 69. ) Indeed , AIMCO affirmatively asserts that after National

Union took on the role as insurer, First Capital acted as National Union s agent - not AIMCO'
(See id. ~~ 32 , 33.

Any purported reliance by AIMCO was on the statements of " scope , terms and duration
of coverage " made by National Union as to the coverage it was providing - not on any
affirmative statement by First Capital.

AIMCO does not assert that First Capital received

information ITom National Union and then conveyed something different to AIMCO. There is

no dispute First Capital conveyed what it was told by National Union. Thus, AIMCO relied on
the statements of National Union not First Capital.

Nor is there any evidence of any "link" between AIMCO and First Capital such that First

Capital recognized AIMCO was relying on any of its statements.

First Capital never spoke

directly with anyone at AIMCO - in or out of Colorado. First Capital dealt only with AIMCO'
risk manager - Ray Baldwin. Based on the language in AIMCO' s Fourth Amended Complaint

AIMCO recognized all of the statements were made by National Union albeit "through First
Capital." (PI.' s Fourth Am. Compl. ~~ 57 , 58 , 59 and 60.

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New York admittedly defines the requisite duty to establish a negligent misrepresentation
claim "more narrowly than other jurisdictions.
Ossining Union 539 N. E.2d at 95. The purpose

behind this policy is to provide " fair , manageable bounds ofliability. Id. at 93.
AIMCO' s efforts to rope First Capital in to a dispute that is truly between AIMCO and

National Union does not comport with New York' s goal of fair and manageable
liability. As noted in another context , but with reasonable relevance

bounds of

(uJnlike a recipient of the

services of a doctor, attorney or architect. . . the recipient of the services of an insurance broker
is not at a substantial disadvantage to question the actions of the provider ofthe services.
Video

Corp. of America v. Frederick Flatto Assocs.
especially true and applicable where ,
as here

85 A.

2d 448 , 456 (N. Y. 1982).

This is

, AIMCO seeks to impose liability on the mere
representations. As

conduit of information - not the source or authority behind the actual

acknowledged by AIMCO' s own liability experts , having Mr. Baldwin as AIMCO' s risk
manager gave AIMCO a relatively equal bargaining position to question the actions of National

Union. (Exhibit A- 8, Quinn Depo at 118:19 - 120:3; Exhibit A- , Costigan Depo at 245:16246:1; 644:6- 645:7. )

This case initially started as AIMCO' s suit against National Union. That is

what the case remains to be about - and where the fair, manageable bounds of liability should be
drawn.

IV.

UNDER NEW YORK LAW, AlMCO' S CLAIM ALLEGING A VIOLATION OF A COLORADO STATUTE FAILS WHERE THERE IS NO EXPLICIT STATEMENT OF EXTRATERRITORIAL APPLICATION
Where AIMCO' s Eighth Claim for Relief against First Capital alleges a violation of a

Colorado statute , the claim fails as a matter of New York law because there is no extraterritorial

application of the statute. AIMCO' s Eighth Claim for Relief alleges First Capital violated

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Colorado Revised Statute Section 13- 21- 111.5(4). There is no explicit provision in the statute

indicating an intention to apply the joint and several liability provision to conduct occurring
outside the State of Colorado. Absent such an explicit provision, under New York law AIMCO
cannot maintain its Eighth claim against First Capital.

See Slater v. Mexican National R. Co.

194 U. S. 120 , 126 (1904);
2d 1088 ,
1090.

Frontier Airlines, Inc. v. Dept. of Revenue 194 Colo. 230 , 233 , 571
176 F. Supp. 371 ,

See also Hanseman v. Hamilton

374 (D.

Colo.1959)

(dismissing claim for violation of Colorado statute).

CONCLUSION
For all of the reasons discussed above , First Capital respectfully requests that this Court
enter an order holding that New York law applies to AIMCO' s claims against First Capital , and
First Capital' s defenses.
Dated March 1

2006.

s/ Melissa C. Collins John R. Trigg Julie M. Walker
Melissa C. Collins

Wheeler Trigg Kennedy LLP 1801 California Street, Suite 3600 Denver, CO 80202 Telephone: 303- 244- 1800 Facsimile: 303-244- 1879 Mail: trigg~wtk1aw. com walker~wtklaw. com collins~wtklaw. com Attorneys for Defendant First Capital Group

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CERTIFICATE OF SERVICE
I hereby certify that on March 1 2006 , I electronically filed the foregoing DEFENDANT

FIRST CAPITAL GROUP' S BRIEF IN SUPPORT OF ITS MOTION FOR APPLICATION OF NEW YORK LAW with the Clerk of Court using the CMlECF system
which will send notification of such filing to the following email addresses:

Nicholas Aidan Brady
nick. brady~bakerbotts. com

Jeffrey A. Chase jchase~jcfkk. com vlsanders~jcfkk. com
Melissa C. Collins collins~wtklaw. com
Paul E. Collins

pcollins~tamblaw. com

cjones~tamblaw. com

Karma Micaela Giulianelli Karma. Giulianelli~Bartli t - Beck. com

Stephen J. Horace
sho race~lathrop gage. co m cd unke I

~lathrop gage. com j ed wards~lathrop gage. com

Lester C. Houtz
I ester. ho utz~

bartli t -beck. com

Steven Matthew Kelso kelso~wtklaw. com hand~wtklaw. com

John D. Martin
j martin~ostermartin. com b gadi son~ostermartin. com

Michael C. Massengale
michael. massengale~bakerbotts. com patti. barker~bakerbotts. com

James M. Miletich jmiletich~msfhc. com

mdavis~msfhc. com

bvillani~msfhc. com

John Paul Mitzner jmitzner~allman-mitzner. com
Jed Reeg

renztimr~msn. com

jreeg~lathropgage. com ethompson~lathropgage. com

Thomas Leroy Roberts tlr~rlplaw. com kjh~rlplaw. com
Leonard B. Rose

lrose~lathropgage. com ethompson~lathropgage. com

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Barry Alan Schwartz bschwartz~ksrlaw. com pquines~ksrlaw. com

John R. Trigg trigg~wtklaw. com testa~wtklaw.com allen~wtklaw. com schechter~wtklaw. com
coutain~wtklaw . com

Charles R. Tumey crt~gd- llc. com acs~gd- llc. com
Julie M. Walker walker~wtklaw. com
Rozana

mcguire~wtklaw. com

Sinishtaj Widlicka vmk~gd- llc. com rsw~gd- llc. com
Robert James Zavaglia zavaglia~tamblaw. com jyencho~tamblaw . com cjones~tamblaw. com

and I hereby certify that a copy ofthe document has been served via e-mail to the following nonCM/ECF participants:

Todd B. Denenberg
Grotefeld & Denenberg, LLC 30800 Telegraph Road , #3858 Bingham Farms , MI 48025

tbdjd/lc~gd. com

William H. Jeffress, Jr
Baker & Botts1299 Pennsylvania Avenue , N. Washington , DC 20004- 1109
, #1300

willi am.j efITess~ bak erbo tts. com

Elizabeth Leigh Thompson elizabeth. thompson~bartlit-beck.com Bartlit , Beck , Herman , Palenchar & Scott- Illinois 54 West Hubbard Street , #300 Chicago , IL 60610

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John T. Wolak

jwolak~gibbonslaw. com

Gibbons , Del Deo , Dolan , Griffinger & Vecchione
One RiverITont Plaza

Newark , NJ 07102
sf Melissa C. Collins John R. Trigg Julie M. Walker
Melissa C. Collins

Wheeler Trigg Kennedy LLP 1801 California Street, Suite 3600 Denver, CO 80202 Telephone: 303- 244- 1800 Facsimile: 303- 244- 1879 Mail: trigg~wtklaw. com walker~wtklaw. com collins~wtklaw . com

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