Doris Ann Winkler Eldon Haskell v. National Union Fire Insurance Company of Pittsburgh, Pa.

ORDER

The memorandum disposition filed March 11, 1991, is redesignated as a per curiam opinion per the attached Opinion.

OPINION

Doris Ann Winkler and Eldon Haskell (“appellants”) appeal the entry of summary judgment in favor of National Union Fire Insurance Company (“National Union”) in a lawsuit arising from National Union’s denial of coverage under a directors and officers liability policy issued to Pea-Soup Andersen’s-Buellton, Inc. (“Pea-Soup”). The district court had jurisdiction pursuant to 28 U.S.C. § 1332 . We have jurisdiction under 28 U.S.C. § 1291 . We affirm.

I

The policy in dispute was in effect between April 27, 1981 and April 27, 1984. It insured Pea Soup’s officers and directors from “loss arising from any claim or claims which are first made during the policy period.” Appellants were directors of Pea Soup during the policy period. Neither served as an officer. On September 26, 1983, the directors of the company were informed that the corporation was overdrawn by $3.2 million and that sale of some or all of the corporation’s assets might be necessary to avoid insolvency. On October 11, 1983, members of Pea Soup’s management met with the corporation’s…