Submitted: Oct. 7, 2013.
This decision has been designated as "Table of Decisions Without Published Opinions." in the Atlantic Reporter.
Court Below: Superior Court of the State of Delaware in and for New Castle County, C.A. No. N12C-08-184.
Before HOLLAND, BERGER, and RIDGELY, Justices.
HENRY DuPONT RIDGELY, Justice.
On this 30th day of October 2013, it appears to the Court that:
(1) Plaintiff-Below/Appellant Masonic Home of Delaware, Inc. (" Masonic" ) appeals from a Superior Court's grant of a Motion to Dismiss a declaratory judgment against Certain Underwriters at Lloyd's London (" Underwriters" ). Masonic raises one claim on appeal. Masonic argues that the Superior Court erred in finding that its insurance policy does not cover a personal injury claim brought by the employee of an independent contractor. We find no merit to Masonic's appeal and affirm.
(2) Masonic operates a nursing home facility in Wilmington. In 2006, Masonic entered into a dining service contract with Unidine Corporation (" Unidine" ). Under this agreement, Unidine was responsible for managing Masonic's dining services, which included all food preparation and hiring employees to fulfill its contractual obligations. In 2009, one of Unidine's employees, Abdelhak Moumen, was involved in a workplace accident resulting in severe and permanent injuries. Thereafter, Moumen filed a complaint against Masonic in the Superior Court seeking recovery for damages sustained as a result of the accident. Moumen also submitted a Worker's Compensation claim. The Worker's Compensation claim was approved, and Moumen received benefits either from Unidine or Unidine's insurance provider.
(3) Masonic thereafter submitted a claim to its insurance provider, Underwriters. After conducting a review of the facts, Underwriters denied the claim because Moumen was an employee of an independent contractor and thus not covered under Masonic's insurance policy (the " Policy" ). Masonic then filed an action for a declaratory judgment and damages for breach of contract against Underwriters in Superior Court. Underwriters filed a Motion to Dismiss. Following briefing and oral arguments, the trial court granted Underwriter's Motion to Dismiss. Masonic filed a Motion for Reargument, which was denied. This appeal followed.
(4) Masonic argues that the Superior Court improperly interpreted the policy agreement between it and Underwriters when it dismissed Masonic's claim for declaratory relief. Masonic further contends that the trial court improperly applied New York law when it should have applied Delaware law. We review the Superior Court's dismissal under Rule 12(b)(6) de novo.  Because a trial court's decision to honor a contractually-designated choice of law provision is an issue of law, it is also subject to de novo review.
(5) The Policy specifically provides that it shall be interpreted under New York law: " It is hereby understood and agreed by both [Masonic] and Underwriters that any dispute concerning the interpretation of this Policy shall be governed by the laws of New York, United States of America."  " Delaware courts will recognize a choice of law provision if the jurisdiction selected bears some material relationship to the transaction."  Masonic nonetheless urges this Court to apply Delaware law because New York's body of law would defer to Delaware. We do not have to decide these choice of law issues because the substantive rule under either New York or Delaware law is the same. That is, courts will interpret a contract according to the plain meaning of the text and will not consider any extrinsic evidence unless the terms are ambiguous. Further, a contract is ambiguous only when it is susceptible to more than one reasonable interpretation.
(6) The language of the Policy limits the type of claims Underwriters are required to pay. In relevant part, subsection 7 of the Policy lists the exclusions to Underwriters' coverage as follows:
[Underwriters] are not obligated to defend or pay any damages, judgments, settlements or Medical ...