Wi-Lan Inc. et al. v. St. Paul Guarantee Insurance Co., (2005) 380 A.R. 256 (CA)

• Judge: Côté, Conrad and Picard, JJ.A.
• Court: Court of Appeal (Alberta)
• Case Date: October 28, 2005
• Citations: (2005), 380 A.R. 256 (CA);2005 ABCA 352

Wi-Lan Inc. v. St. Paul Guarantee Ins. (2005), 380 A.R. 256 (CA);

    363 W.A.C. 256

MLB headnote and full text

Temp. Cite: [2005] A.R. TBEd. NO.002

Wi-Lan Inc. and Hatim Zaghloul (appellants/applicants) v. St. Paul Guarantee Insurance Company (formerly known as London Guarantee Insurance Company)

(respondent/respondent)

(0401-0281-AC; 2005 ABCA 352)

Indexed As: Wi-Lan Inc. et al. v. St. Paul Guarantee Insurance Co.

Alberta Court of Appeal

Côté, Conrad and Picard, JJ.A.

October 28, 2005.

Summary:

The applicants, defendants in two actions respecting a disputed shareholder transaction, applied for a declaration that the respondent insurer had a duty to defend one of the applicants under a Directors' and Officers' Liability Policy.

The Alberta Court of Queen's Bench, in a judgment reported 370 A.R. 310, held that the insurer had no duty to defend. There was no "wrongful act" as defined by the policy and, in any event, the policy's exclusion clause applied. The applicants appealed.

The Alberta Court of Appeal allowed the appeal and declared that the insurer had a duty to defend.

Insurance - Topic 725

Insurers - Duties - Duty to defend - An insurance policy indemnified officers and directors for any "claim" made against them for a "wrongful act" - A shareholder and director was a defendant in two actions respecting a disputed shareholder transaction - The director sought a declaration that the insurer had a duty to defend - The trial judge, after examining all of the pleadings, held that there was no duty to defend - The policy excluded from coverage acts or claims of an officer or director acting for another company - The Alberta Court of Appeal held that there was a duty to defend - For liability insurance purposes, the pleadings were to be read generously and given the widest latitude for the claim - The court's interpretation of the pleadings would permit a judgment within the terms of the policy and triggered the duty to defend - The court stated that if coverage was denied, and a statement of defence was filed, the statement of defence was not to be considered in determining whether there was a duty to defend.

Insurance - Topic 7664

Professional liability insurance - Defences and exclusions - Exclusions - General - [See Insurance - Topic 725 ].

Cases Noticed:

Monenco Ltd. et al. v. Commonwealth Insurance Co. et al., [2001] 2 S.C.R. 699; 274 N.R. 84; 155 B.C.A.C. 161; 254 W.A.C. 161; 2001 SCC 49, refd to. [para. 5].

Nichols v. American Home Assurance Co. et al., [1990] 1 S.C.R. 801; 107 N.R. 321; 39 O.A.C. 63, refd to. [para. 5].

Scalera v. Lloyd's of London, [2000] 1 S.C.R. 551; 253 N.R. 1; 135 B.C.A.C. 161; 221 W.A.C. 161; 2000 SCC 24, refd to. [para. 5].

Cooper v. Farmer's Mutual Insurance Co. (2002), 159 O.A.C. 111; 59 O.R.(3d) 417; 20 C.P.C.(5th) 58 (C.A.), refd to. [para. 26].

A.R.G. Construction Corp. et al. v. Allstate Insurance Co. of Canada et al., [2004] O.T.C. 954; [2005] I.L.R. 4353; 73 O.R.(3d) 211 (Sup. Ct.), refd to. [para. 33].

Daher v. Economical Mutual Insurance Co., [1994] I.L.R. 3007; 19 C.C.L.I.(2d) 106 (Gen. Div.), affd. (1996), 96 O.A.C. 255; 31 O.R.(3d) 472 (C.A.), refd to. [para. 33].

Counsel:

G.N. Stapon, for the appellants;

F. Tosto and E.A. Whitsitt (student at law), for the respondent.

This appeal was heard on September 15, 2005, before Côté, Conrad and Picard, JJ.A., of the Alberta Court of Appeal.

On October 28, 2005, Côté, J.A., delivered the following judgment for the Court of Appeal.