No. 85,351
IN THE COURT OF APPEALS OF THE STATE OF KANSAS
LAYNE CHRISTENSEN CO., and ELGIN EXPLORATION COMPANY, LTD.,
Appellees/Cross-appellants,
v.
ZURICH CANADA,
Appellee/Cross-appellee,
and
TIG INSURANCE COMPANY,
Appellee/Cross-appellant,
and
RELIANCE NATIONAL INDEMNITY COMPANY,
Appellant/Cross-appellee.
SYLLABUS BY THE COURT
1. Acquiescence in a judgment may be implied or express; regardless, it cuts off the right of appellate review as a matter of law.
2. Acquiescence to one part of a judgment does not ban appellate review of a distinct, separate part of the judgment.
3. The parties to a settlement and those to an appeal need not be identical for acquiescence to occur.
4. On the facts of this case, equitable subrogation does not apply.
5. An agreement between the parties to a settlement that the right to appeal is not waived cannot vest an appellate court with jurisdiction when it is otherwise lacking.
6. On the facts of this case, we hold that an insurance company's nonrefundable settlement payment to plaintiffs is inconsistent with its appeal of summary judgment granted to an excess insurer but not inconsistent with its appeal of summary judgment granted to a primary insurer.
7. When addressing choice-of-law issues, Kansas courts follow the Restatement (First) of Conflict of Laws.
8. Two general principles govern contracts cases: The primary rule, lex loci contractus, calls for the application of the law of the state where the contract is made. The second rule provides that the law of the place of performance determines the manner and method of performance.
9. When a case calls for interpretation of an original insurance contract, lex loci contractus applies.
10. On the facts of this case, the law of the place where the insurance contract was made is the law of Canada.
11. Under Canadian law, construction of an insurance contract is a two-step process. First, Canadian courts will attempt to ascertain the intent of the parties based on the words they have used in the contract. As part of that process, Canadian courts will apply other rules of construction to search for an interpretation, from the whole of the contract, that would appear to promote or advance the true intent of the parties. In devining the true intent of the parties, Canadian courts consider the time of entry into the contract, that is, the commercial atmosphere in which the insurance was contracted. If this first step fails, Canadian courts go to the second step and apply the rule of contra preferentem, construing the language in a manner favorable to the insured. When doubt exists as to the meaning of a limiting term, the insurer is obligated to protect itself against liability to which it would be subject. Later Canadian court decisions refer to this process as the reasonable expectations doctrine.
12. Canadians courts have long emphasized that the contra preferentem doctrine ought to be applied for the purpose of removing a doubt, not for the purpose of creating a doubt, or magnifying an ambiguity, when the circumstances of the case raise no real difficulty.
13. Under Canadian law and the facts of this case, the $2 million policy limit in an insurance policy was stated in Canadian dollars rather than in United States dollars.
Appeal from Johnson District Court; JAMES FRANKLIN DAVIS and THOMAS E. FOSTER, judges. Opinion filed January 25, 2002. Affirmed.
John M. Waldeck, of Niewald, Waldeck & Brown, of Overland Park, and Ira Lipsius and Andrew Karonis, of Schindel, Farman & Lipsius, LLP, of New York, New York, for appellant/cross-appellee Reliance National Indemnity Company.
Douglas M. Greenwald and Jeanne Gorman Rau, of McAnany, Van Cleave & Phillips, P.A., of Kansas City, for appellee/cross appellee Zurich Canada.
Douglas R. Richmond and Gerald A. King, or Armstrong Teasdale LLP, of Kansas City, Missouri, for appellee/cross-appellant TIG Insurance Company.
Before GERNON, P.J., KNUDSON and BEIER, JJ.
BEIER, J.: This appeal arises out of a truck accident in California which injured a 6-year-old. We must determine whether the primary insurance policy's coverage limit was stated in Canadian or United States dollars, and, if Canadian, whether either or both of two other policies come into play.
Reliance National Indemnity Company appeals from the district court's judgment (1) that the coverage limit was stated in Canadian dollars and thus Zurich Canada's insurance policy did not provide full coverage for the insureds' $2 million loss; (2) that Reliance's policy provided secondary coverage; and (3) that the excess insurer, TIG Insurance, was not responsible for any part of the $2 million loss. TIG cross-appeals, joining in Reliance's claim that Zurich's policy fully covered the loss and, in the alternative, opposing the assertion that Reliance's policy did not cover the loss.
We must address the following issues:
Did Reliance acquiesce in the judgment, thereby barring all or part of this appeal?
Did the district court err in finding Zurich's policy was not ambiguous?
Did the district court err in applying Canadian law to interpret Zurich's policy?
If Canadian law does apply in this case, did the district court properly interpret and apply Canadian law?
If Zurich's policy does not fully cover the loss, did the district court err in finding Reliance's policy provided coverage for the loss? and
Did the district court err in finding TIG's policy did not cover the loss in this case?
Factual Background
The Parties
Layne Christensen Company (Layne) is a Delaware corporation with its principal place of business in Johnson County, Kansas. Elgin Exploration Company, Limited (Elgin) was incorporated in and has its principal place of business in the province of Alberta, Canada. In December 1995, Layne acquired Elgin when it purchased Elgin's then-parent corporation, Christensen Boyles Corporation (CBC).
At all relevant times, Elgin and/or Layne were covered by automobile insurance policies issued by several different carriers, including the three involved in this case. Zurich Canada (Zurich), is a Canadian insurance company with its principal place of business in Ontario. TIG Insurance Company (TIG) is a California corporation with its principal place of business in Texas. Reliance National Indemnity Company (Reliance) is a Wisconsin corporation with its principal place of business in Pennsylvania.
The Underlying Suit
In 1996, Elgin was working on a project in California. On August 26, 1996, an Elgin employee from the project was driving a truck rented by Elgin when he struck Devin Wallen, the 6-year-old child. Wallen was seriously injured.
Wallen and his mother filed suit in California state court against Elgin and the driver shortly after the accident. The Wallen suit was settled by Elgin in July 1997 for $2 million in United States dollars. Representatives of Zurich, TIG, and Reliance approved the settlement. Zurich contributed $1,456,133.96, the equivalent of $2 million Canadian dollars, toward the settlement. TIG and Reliance each paid $146,933.02, and Layne/Elgin contributed $250,000, all in United States dollars. All parties reserved their rights to seek a declaration of their respective obligations for the loss.
The Zurich Policy
In July 1993, Johnson & Higgins Ltd. (J&H), an insurance brokerage firm based in Alberta, Canada, requested a price quote from Zurich for an automobile fleet insurance policy for Elgin. Although Elgin previously had insurance through its parent corporation CBC, Zurich was told Elgin wished to "remove themselves from the parent's insurance programme." The request sought a $2 million coverage limit but did not specify whether the limit was to be measured in United States or Canadian dollars. Zurich was informed that Elgin operated primarily in Canada, but that Elgin had three trucks in the United States. Zurich provided Elgin a conditional price quote and requested additional details on its United States exposure.
Ultimately, Elgin accepted Zurich's quote and policy number 9991237F was issued for 1 year beginning August 24, 1993. Zurich charged the first year premium in Canadian dollars. The policy covered all vehicles Elgin owned, leased, or registered in its name. The coverage limit was $2 million; there was no deductible. Coverage extended to Elgin's automobiles while they were operated or parked within Canada, the United States, or upon a vessel plying between the two countries.
The Zurich policy and its later endorsements were silent as to whether the $2 million limit was measured in Canadian dollars if an accident occurred in the United States. No documents were provided to Elgin stating that claims would be calculated in Canadian dollars, even for accidents occurring in the United States. However, no explicit representation was made that such claims would be paid in United States dollars.
In August 1994, Zurich renewed Elgin's policy for a second 1-year period to run through August 24, 1995. Zurich charged a premium in Canadian dollars. The premium was financed and paid through J&H in Calgary. The policy was renewed for a third year in August 1995 in the same fashion.
In April 1996, after Elgin and its parent corporation had been acquired by Layne, Elgin notified Zurich its new insurance brokers were the Lockton Companies (Lockton) and its Canadian representative, Morris & Mackenzie, Inc. Lockton is a Missouri corporation with its principal place of business in Kansas. Morris & Mackenzie, Inc. (M&M), is a Canadian insurance broker with offices in Alberta, Canada.
In July 1996, Zurich notified M&M that it would not renew Elgin's fleet policy for a fourth year because of Elgin's loss history. A policy provision requiring 60 days' notice of nonrenewal prompted Zurich to offer to extend the policy's term to September 24, 1996. M&M requested the policy be extended. At about this same time, M&M advised Zurich that Elgin was going to use a rented truck and five other vehicles on the California job. The rented truck identified in the notice was the truck ultimately involved in the Wallen accident.
At M&M's request, Zurich extended Elgin's policy to October 15, 1996, as reflected in endorsement 95-13. An additional premium was charged for the extension. Zurich also issued Endorsement No. 95-14, which re-rated the policy to include the six vehicles being used in California. The additional premium for this coverage was $7,002. "Re-rating" meant Zurich added a territorial surcharge because its exposure in California was higher. One of the factors used in determining the surcharge was the exchange rate between Canadian and United States dollars, although it appears to have exerted downward pressure on the surcharge. Another endorsement, No. 95-15, was issued adjusting Elgin's premiums for the policy period ending August 1996, requiring an additional payment.
During the years the Zurich policies were in effect, the insurance brokers billed Elgin for the premiums, accepted payments from Elgin, and then forwarded the payments less commissions to Zurich. The payments made by the brokers to Zurich included payments from Elgin and from other entities who had obtained Zurich policies through the brokers.
Regarding the 1996 endorsements, Zurich authorized M&M to bill Elgin for the additional premiums. M&M did not bill Elgin for those endorsements until December 1996 and January 1997 (after the Wallen accident). Apparently, M&M sent the invoices to Lockton in Kansas who, in turn, sent them to Layne.
In March 1997, Lockton issued a single invoice to Elgin to cover the premiums for Endorsement Nos. 95-13, 95-14, and 95-15. Within 2 weeks, Layne paid Lockton $23,682 in United States dollars for the endorsements. Lockton subsequently issued a check to M&M drawn on a United States bank and payable in United States funds. The check covered the premium for all of the endorsements, less Lockton's commissions. The premiums were paid in United States dollars without converting the charges for the currency exchange rate. Therefore, the payment exceeded $23,682 in Canadian dollars.
Between 1993 and 1996, any losses for which Elgin was indemnified under the Zurich policy were not paid in United States dollars. Neither Elgin nor Layne was aware of any United States claims having been paid by Zurich in United States rather than Canadian dollars, and the record is silent on whether there were, in fact, any claims in the United States. At various times, Zurich issued certificates to governmental entities verifying Elgin's insurance coverage; the certificates indicated the coverage was based on Canadian dollars, but it is apparent the certificates would not have been seen by Elgin personnel.
The Reliance Policy
Effective May 1, 1996, Reliance renewed policy number NKA 0121853-01 to Layne, providing automobile liability coverage for 1 year with a policy limit of $2 million. The renewal submission provided to Reliance by Layne's agent, Lockton, listed vehicles owned by or leased to Layne's United States operations.
The Reliance policy covered autos owned by the insured "as per schedule on file with company." The "Named Insured Endorsement" attached to the policy identified a number of companies covered by the policy; a revised endorsement included Elgin as a named insured. A "Broad Named Insured Endorsement" to the policy also stated that the named insured included Layne and/or "any corporation, subsidiary (including subsidiaries) or partnership" of which Layne owned more than 50 percent. Another endorsement issued later altered the Broad Named Insured Endorsement coverage; it indicated coverage would not apply when primary insurance, other than the Reliance policy, was payable. The amended endorsement states an effective date of May 1, 1996, but it also bears a date of "09/12/97." Reliance's counsel drafted this endorsement in June 1997nearly a year after the Wallen accidentand it was revised to its current form by Lockton. Reliance conceded the amended endorsement was not issued until September 12, 1997, although it purportedly was effective May 1, 1996.
Reliance's policy stated it provided primary insurance for any auto the insured owned and excess insurance for any covered auto the insured did not own.
The TIG Policy
Effective May 1, 1996, TIG issued an excess policy of casualty insurance to Layne, providing coverage for 1 year. The policy's coverage limit was $25 million. TIG agreed to pay all sums in excess of the applicable limits of the underlying insurance listed in an attached schedule. The attachment shows automobile liability coverage by Zurich and Reliance, both with $2 million policy limits.
The Current Litigation
On August 20, 1997, Layne and Elgin (referred to collectively as "plaintiffs") filed this declaratory judgment action against Zurich, TIG, and Reliance in Johnson County District Court, seeking a declaration that they were fully covered by one or more of the policies for the Wallen accident. Plaintiffs claimed that Zurich's policy limit was based on United States dollars and that Zurich's policy was primary over the policies of TIG and Reliance. Plaintiffs also alleged that, if Zurich's policy limit was payable in Canadian dollars, TIG's policy provided the remaining coverage for the Wallen settlement. Plaintiffs asserted that neither Layne nor Reliance intended the Reliance policy to provide coverage for claims against Elgin. Finally, plaintiffs asserted that, if Zurich's coverage was limited and Reliance's policy provided coverage, plaintiffs were not obligated to pay any deductible.
All three defendants filed answers with counterclaims against plaintiffs and cross-claims against the other insurers. While discovery was proceeding, the trial court suggested the parties try to develop a comprehensive stipulation of facts to narrow the issues. Ultimately the parties filed a stipulation of fact consisting of 99 paragraphs and 50 attached exhibits. The parties specifically reserved their rights to assert additional uncontroverted facts on summary judgment.
Approximately 1 year after this action was filed, M&M notified Lockton that Elgin had overpaid its premium by paying it in United States dollars rather than in Canadian dollars. Lockton subsequently issued a $4,725.60 check to Elgin for the currency differential. Between March 1997 and August 1998, Zurich never advised Lockton or Layne the premium was overpaid.
All of the parties filed summary judgment motions on the issue of Zurich's policy limits. The court heard arguments and, on January 29, 1999, issued a memorandum and order. It concluded that the Zurich policy was made in Canada and that the law of Alberta, Canada, should control. Looking at Canadian law, the court concluded the coverage limit was stated in Canadian dollars. The court concluded the term "dollars" was not ambiguous as a matter of law and the parties' intent could be ascertained from their actions.
Approximately 1 year after summary judgment was entered in favor of Zurich, Reliance filed a motion for partial summary judgment to determine the extent of coverage, if any, under its policy. Plaintiffs and TIG also filed motions for summary judgment on this issue. A different district judge heard arguments on these motions in February 2000 and ruled against Reliance from the bench. In April 2000, the district court issued the journal entry setting forth its ruling. It found that Reliance's policy unambiguously provided coverage for the Wallen suit; that Reliance's coverage was excess to that provided by Zurich; and that Reliance was required to reimburse plaintiffs $250,000 and TIG $146,933.02, plus interest, for their contributions to the settlement.
Reliance filed a timely notice of appeal challenging both summary judgment orders. TIG filed a timely notice of cross-appeal. Plaintiffs also filed a notice of cross-appeal but have since abandoned that effort. We remanded the matter for determination of an appropriate bond, and Reliance later posted a bond as to TIG's judgment.
On November 30, 2000, Reliance executed a settlement agreement with plaintiffs. Under the agreement, Reliance paid $250,000 to the plaintiffs to settle all claims and plaintiffs' motion for attorney fees. In exchange, plaintiffs released Reliance from any and all liability arising from these cases. Plaintiffs also agreed to withdraw their attorney fees motion and discontinue collection efforts. Reliance reserved its right to pursue its appeal against Zurich and TIG, and plaintiffs assigned their rights to Reliance to prosecute all claims plaintiffs had against TIG and Zurich. The agreement gave Reliance full and sole authority to settle any claims on appeal, but the parties agreed to divide the proceeds of any judgment or settlement favorable to Reliance based on a specified formula. The formula appeared to give the Plaintiffs a proportionate share of any judgment based on the interest Reliance was not paying in the settlement.
Discussion
Acquiescence by Reliance
We must first determine whether Reliance has acquiesced in any part of the district court's decision by settling with plaintiffs.
Acquiescence in a judgment, which cuts off the right of appellate review, occurs when a party voluntarily complies with the judgment by assuming the burdens or accepting the benefits of the judgment contested on appeal. Varner v. Gulf Ins. Co., 254 Kan. 492, 494-95, 866 P.2d 1044 (1994). The rationale is that a party who voluntarily complies with a judgment should not be allowed to pursue an inconsistent position by appealing from that judgment. A party's actions impliedly acquiescing in the judgment are sufficient for application of this rule. McDaniel v. Jones, 235 Kan. 93, 101-02, 679 P.2d 682 (1984).
Because acquiescence involves a question of the appellate court's jurisdiction, the matter raises a question of law. See Cypress Media, Inc. v. City of Overland Park, 268 Kan. 407, 414, 997 P.2d 681 (2000). Also, because it necessarily arises after a judgment is rendered, there is no standard of review that governs our consideration of the issue. We thus approach it in the same fashion we would approach any other question of law presented to us.
There were two judgments in this case. The first judgment included the trial court's rulings that Zurich's policy limit was $2 million in Canadian dollars and that Zurich had paid its full policy limit in the Wallen settlement. The second judgment included the second district judge's decisions that Reliance's policy provided secondary coverage, that Reliance was obligated to pay the balance of the Wallen settlement, and that TIG's excess coverage was not triggered.
Reliance relies heavily on Foley Co. v. Scottsdale Ins. Co., 28 Kan. App. 2d 219, 15 P.3d 353 (2000), in arguing its appeal is not barred. In Foley, a general contractor and its insurer filed suit against a subcontractor, the subcontractor's insurer (Scottsdale), and an insurance broker, seeking indemnification for damages paid in another lawsuit. Scottsdale filed a cross-claim against the insurance broker, alleging the broker breached its agency agreement by unilaterally listing the general contractor as an additional insured to Scottsdale's policy. The trial court held Scottsdale was required to pay a portion of the underlying judgment; the court also denied Scottsdale's cross-claims against the broker. Scottsdale appealed from the judgment entered in favor of the broker, but it paid the judgment entered against it in favor of the plaintiffs.
On appeal, the broker contended Scottsdale had acquiesced by paying the plaintiffs' judgment. This court noted that, by paying the plaintiffs, Scottsdale had acquiesced in part of the judgment but was not appealing from the ruling in favor of the plaintiffs. We recognized that Scottsdale's claim against the broker related to a separate judgment and that Scottsdale had "not adopted a position that is inconsistent with the judgment contested on appeal." 28 Kan. App. 2d at 223. Accordingly, there was jurisdiction.
Generally, acquiescence to one part of a judgment does not bar appellate review of a distinct, separate part of the judgment. See First Nat'l Bank in Wichita v. Fink, 241 Kan. 321, 324, 736 P.2d 909 (1987); Brown v. Combined Ins. Co. of America, 226 Kan. 223, 231, 597 P.2d 1080 (1979).
Reliance argues that, because it settled only with plaintiffs, it may still appeal from the judgments entered in favor of Zurich and TIG, emphasizing they were not parties to the settlement. When testing for acquiescence in a judgment, however, the focus has always been whether the position taken by the party on appeal is inconsistent with the judgment. See First Nat'l Bank in Wichita, 241 Kan. at 324; Foley, 28 Kan. App. 2d at 223. The parties to a settlement and those to an appeal need not be identical for acquiescence to occur. In Brown, the court found no acquiescence, even though the insurer paid the undisputed portion of the disability claim and appealed the remainder of the judgment; the parties involved in the payment were the same parties litigating the appeal. 226 Kan. at 231.
Reliance's settlement with the plaintiffs is not inconsistent with its claims against Zurich on appeal. The parties conceded below that Zurich had primary coverage for the Wallen accident and that none of the other policies was implicated until Zurich paid its limits. Reliance's payment to its insureds is not inconsistent with its claim that Zurich's policy should have covered the entire Wallen settlement. If Reliance prevails on appeal as to the extent of Zurich's coverage, Zurich must make Reliance whole.
The settlement poses a more serious question of acquiescence, however, with respect to the coverage issue Reliance is pursuing against TIG. By making a nonrefundable payment of the judgment to plaintiffs, Reliance impliedly conceded its policy provided secondary coverage for the accident. On appeal, Reliance contends its policy did not cover the Wallen accident at all; rather, TIG's excess coverage followed Zurich's coverage. The inconsistency in Reliance's two positions is exactly the type of inconsistency that gave rise to the acquiescence doctrine.
Reliance attempts to persuade us that its payment to plaintiffs was a subrogation payment, not merely a settlement payment, and that it primarily purchased plaintiffs' right to prosecute claims against Zurich and TIG. Along the way, it relies on the doctrine of equitable subrogation.
Reliance's arguments are unsound. First, Reliance's claim that its payment was not a settlement payment is without support. The document requiring the payment is titled "Settlement Agreement." The payment of $250,000 was made "in full and final settlement" of the various claims. Plaintiffs released Reliance "from any and all liability or obligation." The payment was made for "reasonably equivalent value in settlement of a disputed claim." Finally, Reliance agreed not to enforce any judgment it might obtain against plaintiffs in the appeal and promised to indemnify plaintiffs for any judgments Zurich or TIG might obtain against plaintiffs if Reliance prevailed on appeal.
Although the agreement also recites that Reliance is subrogated to plaintiffs' rights against Zurich and TIG, Reliance also agreed to pay a portion of any proceeds it recovered to plaintiffs. On the other hand, there was no provision requiring plaintiffs to repay any portion of the settlement amount if Reliance's appeal was successful. It is clear that the primary goal of the agreement was to enable Reliance to settle its claims with plaintiffs to avoid attorney fees and interest.
In addition, the cases cited by Reliance also do not support its claims. In Hocker v. New Hampshire Ins. Co., 922 F.2d 1476 (10th Cir. 1991), several employees sued their employer's primary insurance carrier and an excess carrier when neither provided a defense to a negligence claim. The excess carrier then filed a cross-claim against the primary carrier, seeking indemnification. Applying Wyoming law, the trial court entered substantial verdicts against both insurers. Ultimately, the trial court denied the excess carrier's claim for equitable subrogation and the carrier appealed. On appeal, the Tenth Circuit denied the excess insurer's cross-claim for equitable subrogation because of unclean handsit had failed to investigate or defend the underlying claims. Because of its own bad faith, the court held the excess carrier was not in the position to invoke equity. 922 F.2d at 1485.
In Ins. Co. of North America v. Medical Protective Co., 768 F.2d 315 (10th Cir. 1985), a physician's excess carrier, Insurance Company of North America (INA), was required to pay part of a judgment in a medical malpractice case when the jury's verdict exceeded primary coverage. INA, in turn, sued the primary insurance carrier for failing to exercise good faith to settle the case within its policy limit. The trial court held that INA was subrogated to the rights the insured had against the primary carrier for failure to settle. The Tenth Circuit affirmed. 768 F.2d at 323.
Finally, in Reese v. AMF-Whitely, 420 F. Supp. 985 (D. Neb. 1976), the defendant in a products liability case brought third-party claims against two others it contended had contributed to an accident. The federal district court, applying Nebraska law, held that a tortfeasor may pursue a claim for equitable contribution from joint tortfeasors when one party discharges more than its proportionate share of the judgment. 420 F. Supp. at 987.
These cases provide little assistance to Reliance. Reese is simply inapplicable because, unlike Nebraska, Kansas adheres to the common-law rule that there is no right of contribution among joint tortfeasors. KPERS v. Reimer & Koger Assocs., Inc., 261 Kan. 17, 35, 927 P.2d 466 (1996). Neither of the courts in Hocker or Ins. Co. of North America addressed the question of acquiescence, and only the latter applied Kansas law. In addition, the party pursuing claims in Hocker and Ins. Co. of North America was the excess carrier suing the primary carrier. This might support hearing Reliance's claims against Zurich, plaintiffs' primary insurer, but it provides no support for Reliance's claims against TIG.
Reliance's last argument regarding acquiescence is that it preserved its right to pursue an appeal in the settlement agreement. However, an agreement between the parties that the right to appeal is not waived cannot vest an appellate court with jurisdiction to determine issues where jurisdiction is otherwise lacking. Labette Community College v. Board of Crawford County Comm'rs, 258 Kan. 622, 626, 907 P.2d 127 (1995).
For all of the foregoing reasons, we hold that Reliance acquiesced in the judgment as to TIG but not as to Zurich. It may continue its effort to redefine the extent of the Zurich policy on appeal, but it may no longer argue that TIG's excess coverage was triggered before its own coverage came into play. Its settlement with the plaintiffs, necessarily conceding the coverage issue it wishes to continue litigating, means the game is over as to TIG.
Governing Law
In interpreting Zurich's policy, the district court applied Canadian law, finding that the rule of lex loci contractus should apply and that the contract was made in Alberta, Canada. Both Reliance and TIG claim this was error, but for different reasons. Reliance contends Kansas law should apply because Zurich's policy covering the California trucks was made in Kansas. TIG argues California law should apply because that was where Zurich was obligated to perform its contracti.e., pay for the loss.
There appears to be some differences between Kansas law and California law on one hand and Canadian law on the other. A choice-of-law analysis is therefore necessary. When addressing choice-of-law issues, the Kansas appellate courts follow the Restatement (First) o