Biltmore Associates v. Twin Cities

I. Facts.

The district court dismissed the case for failure to state a claim on which relief could be granted, under Rule 12(b)(6). The complaint was supplemented by attachment of the insur- ance policies at issue to the defendants’ motions.1 The com- plaint and the insurance policies control the outcome.

Visitalk, an Arizona corporation, purchased directors and officers liability insurance from Reliance Insurance Company 1 A court may consider documents, such as the insurance policies, that are incorporated by reference into the complaint. Van Buskirk v. CNN, Inc., 284 F.3d 977, 980 (9th Cir. 2002). There was a dispute about whether two endorsements, nos. 99 and 100, could properly be considered. The endorsements do not matter to the insured versus insured exclusion, which controls the outcome. BILTMORE ASSOCIATES v. TWIN CITY FIRE 8569 and Twin City Fire Insurance Company.2 A corporation fre- quently agrees to protect and indemnify its directors and offi- cers against claims made against them, such as in shareholders’ derivative suits, on account of their work for the company. The policies in this case named Visitalk.com, Inc., and its directors and officers…