Beneficial Standard Life Insurance v. J.C. Penney Life Insurance

MEMORANDUM *

J.C. Penney appeals the district court’s judgment in favor of Beneficial Standard *11 Life Insurance Co. (“Beneficial”), releasing Beneficial from its indemnity and reimbursement obligations as to claims asserted under the policies at issue, numbers 1281 and 1284. Beneficial cross appeals, contending that the court erred in holding that it has an obligation to indemnify and reimburse J.C. Penney for costs incurred responding to any claims under pre-sale Beneficial Fire and Casualty Insurance Company (“BF & C”) policies. We have jurisdiction over this diversity action under 28 U.S.C. § 1291 . 1 We affirm in part and reverse in part.

I. Beneficial’s Appeal, No. 03-55444

We affirm the district court’s summary judgment ruling in favor of J.C. Penney regarding Beneficial’s obligation to indemnify J.C. Penney for claims under pre-sale BF & C policies. Article V of the Purchase Agreement clearly states that, “On the terms and subject to the conditions herein set forth, Beneficial will pay, perform and discharge, and indemnify VAIC, BF & C and Penney against and save them harmless from ... all debts, obligations (including contractual obligations) and liabilities…