What’s in a Name?

The Massachusetts Supreme Judicial Court
Sheds Light on Potential Coverage Implications
of “DBA” Designations

June 7, 2022

Insurance Insight_390x160

By: Michele N. Detherage, Esq.

It is no secret that wording matters when it comes to the interpretation of an insurance policy. Recently, the Massachusetts Supreme Judicial Court issued a decision indicating that this is particularly true when it comes to the use of a “doing business as” aka “dba” designation while identifying a named insured.

The case at issue is Masonic Ass’n of Quincy, Inc. v. Patel, 489 Mass. 549 (2022). While renovating a masonic temple, a crew of workers set the building on fire, nearly causing it to burn to the ground.1 At the time of the fire, Jay Patel (“Patel”) was the holder of a purchase and sale agreement to buy the temple for the purpose of converting it to a mixed-use space and boutique hotel.2 Patel owns Dipika, Inc. (“Dipika”), an entity operating a Super 8 motel in Weymouth.3 Neither the P&S nor related assignment documents reference Dipika.4

During Patel’s stewardship of the renovation, the charitable masonic corporation who held the temple (the “Masons”) requested that he provide them with proof of insurance for the project.5 Patel contacted Roblin Insurance Agency (“Roblin”) who had acted as Dipika’s agent when it acquired, inter alia, a general liability insurance policy for the Super 8 motel (the “Policy”) from Union Insurance Company (“Union”).6 Roblin transmitted a certificate of insurance listing the Masons as “Certificate Holder” and posed a number of follow-up questions to Patel concerning the relationship between the temple and Dipika.  Those questions went unanswered.7 No additional insurance coverage was procured by Patel or Dipika.8 Several months later, the fire occurred, causing extensive damage to the temple.9 Patel notified Union of the event and requested coverage under the Policy.10 As expressed by the court, “[a] tangle of litigation ensued” involving the Masons, Patel, Union, Dipika, Dipika’s excess carrier and others.11 12

At the core of the parties’ coverage dispute was the fact that the named insured listed in the policy declarations was “Dipika Inc. dba Super 8.”13 According to Dipika, all of its activities, whether related to the Super 8 motel or not, are covered under the Policy because “use of a ‘dba’ name does not create a separate legal entity” and the use of “‘dba Super 8’ merely clarifies that the Weymouth Super 8 business was included within the broader Dipika coverage.”14 In contrast, “Union’s stance is that the identification of the named insured as ‘Dipika Inc. dba Super 8’ means that the policy covers only liability arising from Dipika’s activities doing business as the Super 8.”15

As a threshold matter, the court “decline[d] the invitation of both parties to establish a bright-line rule that a ‘dba’ designation means either everything or nothing.”16 Instead, the court engaged in its analysis based upon the wording of the Policy as a whole and found that it unambiguously does not provide coverage for the losses stemming from the fire.17

While not considered by the court to be determinative on its own, the plain meaning of the “dba Super 8 designation” was deemed an important factor in the analysis.18 The court found additional support for its finding of no coverage in other sections of the Policy.19 For instance, the declarations provided a “Business Description” of “Motel.”20 Further, “the policy indicates that its premium was based on the gross revenue generated at a single location, which could only have been the existing Super 8.”21 “Taken together, these provisions clearly express that the policy does not cover Dipika’s losses arising out of the Temple fire.”22 23 Ultimately, the court held that Union had neither a duty to defend nor to indemnify Dipika’s liabilities associated with the fire and that the trial court’s grant of summary judgment in Union’s favor had been proper.24 25

In sum, while the Massachusetts SJC declined to endorse a “bright-line” rule linking dba designations and insurance coverage (or lack thereof), its decision in Masonic Temple indicates that such designations will play an important role in determining the scope of policies moving forward.26

Id. at 550.
Id.
Id. at 551.
Id.
Id.
Id.
Id. at 552.
Id. at 552, 562.
Id. at 552.
Id.
Id.
This article focuses on Patel and Dipika’s claims against Union arising from Patel’s request for coverage under the Policy.
Id. at 554.
Id.
Id.
Id.
Id.
Id. at 554-55.
Id. at 555.
Id.
Id. at 556.
Id.
While the certificate of insurance issued to the Masons was not raised in connection with Patel or Dipika’s claims against Union, of interest, the court did dismiss the significance of the certificate in its findings concerning claims against Roblin, observing that the one-page certificate included the following statement: “THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. . . . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE . . . .” Id. at 561-62.
Id. at 560.
In addition to stating its own findings, the court observed that “courts in many other jurisdictions [ ] have relied on a “dba” designation alongside other policy details to determine that coverage did not extend to a largely unrelated enterprise.” Id. at 556-57, citing Budget Rent-A-Car Sys., Inc. v. Shelby Ins. Group, 197 Wis. 2d 663 (Ct. App. 1995); Musselwhite v. Florida Farm Gen. Ins. Co., 273 So. 3d 251, 255 (Fla. Dist. Ct. App. 2019).
The decision includes a dissent, in part, authored by Justice Budd.

 

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