settles things down a bit our second case for this morning is american alternative insurance corporation against metro paramedic services mr chambers insurance corporation this is an appeal from the northern district of illinois and a diversity of citizenship coverage case across dispositive motions were filed by the party in his memorandum opinion and order t district court passed and then incorrectly answered is metro paramedic services and insured as a member of a joint venture with antioch rescue school metro is searched in its brief and this court that the which was the last underline least alleges that the antioch rescue squad was a joint venture in that metro was a member of that joint venture the question of the law for de novo review here is not controlled by the allegations of the third amended complaint has what a typical duty to defend an else this contract interpretation is controlled by the terms of the insurance policy the traditional duty to defend calculus with its lax principles which favor coverage are not involved the question is is metro paramedic services and named insured on the policy issued by american alternative insurance corp and the answer is no there is one named insured antioch rescue squad well let's cut to the chase here i mean the series or at least the theory that i would like to start with that they just recorded doc did is that metro in antioch are joint ventures and that that is partly because under the law of the illinois supreme court which is what governs here insurance policies are to be read in a common sense way most insurance policies i don't know if this one or not but the court's law is based on the notion that most insurance policies are derived from forms that that are not particular to any given state and that the term joint venture understood in a practical way covers these companies that work together that have the same uniforms that have the same you know that there's allegations that these are join rescue squad the policy indicates that the word you refers to the named insured shown on the declarations which is empty or the word you in the who is an insurer only refers to antioch and it's not a cam if the policy was issued to you antioch as a corporation then it does not cover antioch as a joint venture with anyone else in the world and the policy itself even such that it says no person or organisation an insurer with respect to the conduct of many current or past partnership joint venture limited liability company that is not shown as a named insured in the declaration metro is a stranger to the policy it is not shown anywhere in the complaint is replete with allegations to this effect you use them and your argument below seems to have been that illinois common law of joint ventures requires more than he said no if the illinois supreme court uses a commonsense approach correct i don't remember a big emphasis on the word few in your argument in the district court we went before the district court after the memorandum opinion w required to do is required look at all the terms and conditions of the policy welcome to no you're not you're not going to go so far as to argue that it doesn't make any difference what theories you presented to the district court because you'd have an uphill battle on their yes what i what we're saying is if this policy had been issued to a joint venture than every member of the joint venture is unsure if the policy was issued to a corporation and the corporation is alleged by a stranger a tort point of what about the language you members and your partners are also insureds but only within the course and scope of your operations correct but as you know that means the other member of the joint venture that's your members in if you are a joint  venture if you're in a joint venture with another company and the district court says the facts certainly support this with metro then your members that is to say metro within the course and scope nobody's saying you know if metro decided to go off to colorado and do something you know wrecked that it's within that scope that this is the business the business which was underwritten by american alternative is antioch rescue squad as a corporation something which the underwriter didn't know where you're making this language meaningless i think you know what we're saying is there are there can be more than one insured under the policy there can be a named insured there can be the name partners if the policy is issued to the named insured as a partnership or there are additional insurers and i would point out the district court correctly held that that metro was not an additional insured on this policy our position would be the term the word you refers to the named insured to which the policy was issued and that is antioch rescue squad is a corporation not antioch rescue squad there could be something different as time goes  person or organization qualifying as a named insured under this coverage part so to ensure the court's questions if the policy was issued to a joint venture then any member of the joint venture would fall within sub pirep b and b an insurance venture we haven't argued argued that antioch was a corporation in the policy was issued to it as a corporation and that the allegations in the third amended complaint are that it was in a joint venture with metro and those allegations don't control the policy that would go to a traditional duty to defend analysis which the court applied to the additional insured definition and correctly held there not an additional insured if they're not an additional insured then they have to be a named insure and they're not the policy was only issued to one named insured and that was you had to rescue squad we've asked the court and i want to say time for rebuttal climatic to reverse that aspect of the memorandum opinion and judgment and good morning may it please the court let's just get right to it following up on your questions the answer that you heard from a i c was that the policy was issued to a corporation an iraq rescue squad there's no indication anywhere in the policy that antioch rescue squad is a corporation or that it was only issued to the antioch rescue squad as a corporation and in fact the they said instead under type of entity emergency service organization the same answer they had for the business description emergency service for a profession nowhere in the policy in any of the terms of the policy and any of the coverages provided by the policy were in the declaration page to they say we're issuing this policy to any operatic you squad a corporation that is not anywhere in the complaint which is exactly what the district court here did instead what counsel would have you do you know she would have you do is simply look at the policy i contend you can't look at the policy in a vacuum and determine whether there's a duty defendant you just simply can't do it but you have you know lying in part though on the illinois law that suggests that if a reasonable person could read the policy to find coverage then you're going to get kind of a contra preferential idea that if a reasonable person could read it to him five coverage then that's how it should be read this entity that's a rescue services organization might be of a joint venture then then that's how it should be understood of course but you have to look at the complaint to determine one obviously who is a defendant in there and then whether they're in insured and then the allegations in the complaint in what capacity are they being sued you know that rescue squad is the district found district court found is certainly being sued if least in this capacity as a joint venture and metro also provided emergency service emergency services is a member of that joint venture doesn't the complaint allege that they that these people are joint employees and trying to remember exactly what and trying to get metro on the hook for the acts of the omissions of the any rescue squad one of the ways they did that by saying they were joint employers they also said they were joint operators they also said that there was an agency relationship that also sad which gets in the second argument that there was derivative liability paragraph twenty two twenty three twenty five of the complaint directly state that metro is responsible for these liable for the acts and omissions of the ne our rescue squads board of directors its employees and its agents so to answer your question yes there are many different allegations in the complaint and many different theories in those allegations that are at the front of the complaint are then incorporated into each count of the complaint whether against metro or any other us so for the derivative liability though wouldn't you have to be trying to hold metro complaint there are lots of allegations about for instance the board of directors and what the board of directors did not only did they fail to oversee things but they the board of directors undertook certain harassing acts against the plaintiffs directly but where two twenty three and twenty five of the complaint and that they should all be read read as a whole but for instance paragraph twenty three defendants a are asked and metro are responsible for the acts among harassment and retaliation it's right there in black and white if you have time you can look at the other like i said twenty two and twenty five add to that but those are express allegations that say metro is responsible for the board of directors o also an as was discussed in a i c s brief the theory of the restatement under in concert of action here there's allegations at least under a i c's theory that both parties did something wrong and if were acting in concert then each is liable for the actions of the other one thing i think we need to be clear on because i quite frankly don't understand the argument but the district court did not find and we did not argue that we are named insured under this policy were insured under the policy under the provisions that we've been discussing here who is an insured just say that we're not named in the declaration page or a named insured simply completely ignores all of the provisions  policy i as a partner of that firm am an insured under the policy hopefully the insurance company if something went wrong wouldn't say no you're not a named insured out of the policy all of the partners all of the attorneys all of the employees have to be named on the dock laurentian page that's simply not the case you know that's not the way that we understand that the question is are in this instance is metro within the scope of one of  metro was an emergency service organization a r s as an emergency service organization the district court was well within its discretion to find that the allegations in the plaintiffs were suing the ne act rescue squad as a joint venture and as a member under the second part of that who is an insured as a member of that joint venture metro isn't insured under this policy now do you concede that  complaint in the district court has to take those it's true and in fact illinois supreme court law says adjustor court should not decide issues like that and in fact if the court had decided an issue of whether there was a joint venture would have been deciding an no i don't find there's enough here for a joint venture you would have thought that that likely could have had a very significant impact on the underlying case were a very large part of what their claims were in trying to get metro involved are liable  judy to defend due to do and damned if i have been addressed there's been a final judgment on that and that's what's being ok then to questions i'd be happy to think you liable for the acts of dandiya was not there which is why the court held the additional insured definition wasn't satisfied by those allegations but that was the duty to defend analysis you can't do a duty to defend analysis when the question is who's an insurer because who is uninsured is not determined by those allegations is determined by the policy and because three women sue and two yacc and claim it's that it's in a joint venture with a b and c or whoever in the world they claim to be in a joint that doesn't make those other alleged venturers insurance under the policy of the policy and you've you bank his client they don't look at the provision if you are a partnership or joint venture only if you would look at the complaint as a whole this wasn't just a simple allegation right then sure there were a lot of facts this was in any case from a few years back to tanel of this court in scottsdale insurance versus village of crestwood looked at a policy and said the villager question was sued for pollution there's a pollution exclusion and it's outside the fortuity of the policy judge posner went into the calculus that the underwriters looking at an underwriter makes an underwriting determination an actuarial assessment and charges a premium based on risk that was the risk of a corporation not the risk of a joint venture not the risk of metro metro so stranger to this insurance company the fact that the plaintiffs allege a joint venture doesn't make the venturers insureds hundred the policy with the named insurer they're strangers to the policy time and i go back to trying to work with the language that says your members and your partners are also insurance but only within the course and scope i don't see anything in that language which is in both the g l and the m l forms that requires didn't happen here and under the just records rationale anyone in the world that is alleged to be in a joint venture with antioch rescue squad isn't him to insure because they're not in additional insurance they can only be named insured