which is dependent on whether they come within the definition of insured under section two of the policy and as yawner is a what is aware from look at the brief subsections to be and see provide insurance coverage for anyone else using with permission a covered auto and for anyone loughborough for the conduct of the permissive driver but only to the extent of that liability so this language clearly establishes that both morale and for any pain are insured under the policy because the trailer to she was a covered all around the had permission from jim and as insured staff for transport to use the trailer in freddie payne is vicariously liable for mirelle as conduct i don't understand your armor sorry to disagree with what you said so far the question is why not there's an exclusion in the policy yes and in that as in the two last two lines  all of this action and right as opposed to only paragraph three and there be an exclusion from the two paragraphs three paragraph you just read that provided for coverage my it isn't just to sort of liability company that is not shown as a named insured and the declarations that's that regulates because it's not intended everything that comes before isn't it doesn't it yeah but the thing two section two were talking about you find coverage under b and c then there are exclusions right correct so if you're a partner ok in some instances you're excluded if you are a member of a limited liability company here are excluded right so the earlier part of the contract calls for exclusions in the categories of partnerships joint venture limited liability but show that would be for the partner so if you want to pick up the employee of a partner or the employee of an l l c you need the last two lines of the of the paragraph to get it so it seems to me that the contract is speaking o exclusions with regard to l l season partnerships and joint ventures up in the earlier section where they're targeting specific like the partner but only if it's your own car but it's going to have some specific targeted exclusions that cover these categories but they didn't have a specific place to do you know like employees like in a driverless car so they drop noun into ma last two lines to clean it up if you w respect to the conduct of an ace l l c manes employees act in furtherance of elsie's business no reasonable person in the test is what would a reasonable insured read that that is adding to what's not in there also this country to georgia law all under georgia law all the negligence of an employee in operating a vehicle is only imputed to the employer not baqir slav billet he is not based on the conduct of the employer it is based on the conduct of the driver for instance that i represent federal express corp and if there's a truck out there and you don't know the driver somehow the driver runs away and this big fed ex signs out they are you that's why we have a coverage to speed yes but i mean it's not considered the conduct of the employer is if he was acting within the scope of his employment that's the only way to impute liability on the employer  a big difference in like negligent main that's why he has to he has to be negligent in what he does in this in this in the scope of his employment but there is that allegation yes but it's not considered it's not  said if it's in the scope of his employment if his negligent act is within the scope of his employment right yes but i mean that's and that's the allegation in the suit right yes but this  rather than being sued based on the acts of an l l c i mean this whole business but he has been sued yes but are acting within the scope of the employment but he's not being sued based on are clauses that may be in conflict and you try to interpret the contract as a holes and saving all this in and they're going to say here that's that's why i asked you a question sir when we first began so we found out you know where's is that the person was acting within the scope of the employment of an l l c i don't see what's unclear about that well i mean to me  catch all and you know you always look at the intent of the parties so i've what i do is i read the language i read the text and that that tells me what the parties agreed to and i just don't see any ambiguity in the text of this policy in the text of this exclusion well i mean why had that that that anyone means except for as it limited elsewhere in this policy i mean what you do is you put it at the end after you've defined all that and then you have an exclusion that's not indented  clearly therefore regulates everything within the scope of the section and excludes everything that's been something you know it takes out a portion of what is earlier solutions always based on risk i mean insurance companies it's based on risk here they knew what the risk was that people i know in people and their unknown employers were going to be using these covered vehicles this is not a hidden risk that you see this l l c limitation being applied in the past and that and i discussed all these cases where they addressed the why that's in they are and that didn't fit here of contract interpretation i did want to put a little bit of context so that the court understand a little better perhaps how we got to where we are carroll county it hired a company called e t c to haul waste a landfill in polk county georgia this accident happened at the landfill when mr cast i'm sorry mr marella i was operating his vehicle and unfortunately it ran it's a trucking company it's a trucking company alabama so freddie payne l l c provided the tractors to truck to haul stafford's trailers as well as the the  idea the l l c for any pain was in existence you knew rescue me you agreed that stafford could let somebody else haul their trailer around some and you knew that the stafford might hire a tractor company to do the polling and her and their driver correct and i think stafford might also have have tractors and drivers i think it's just some contracts out some of the work for various reasons what's the purpose of the  exclusion or even talking about it excludes partnerships joined under ginnell elsie's right and leave what about but what about a sole proprietorship would not be included in that as there's not any underwriting evidence in the record but i mean i can just rewind we i think it's a it's a common provision in these types of policies the only thing i can think of is that if it's not if they're not listed as a named insured then the company just not in the insurance company does not have the ability to look at their safety records that drivers things of that sort the things they would do if they were listed as a named insert if you look at that would be true for  some of the points that mr p b mentioned the question about whether or not this is a not a hidden risk and we talked a little bit about the underwriting but that i think exactly it  was something that they contemplated obviously by having this in the form so this is a risk that they did not want to take and that's why it's so it's up in the form as far as the issue of any course of the of his employment right and there's no issue about that and i think mr p v acknowledges that in in a number of the briefs in the in the court below it up told that one of these document thirty five in the district co occurred far as vicarious liability being any different there is the discover case that both saris rely on where it was the named insured was the name defendant we don't have that here stafford was not named defendant in the underlying case the named insured was the underlying defendant was being sued for vicarious liability of a joint venture that was not listed and the court there said that it's clear and unambiguous that it doesn't apply and i can go through the cases but they're in the briefs but my point is that there is no case that says that this provision does not apply to the facts that we have even where  party who's being sued of course we don't have that here because stafford as i said is not being sued for any negligence by the by the plaintiff in the underlying case but we have case after case where the name didn't h the additional assured someone who falls within the scope of the definition of an insured is nevertheless not covered because of this provision and as far as harmonizing the different provisions this is a limitation call an exclusion or a limitation by definition it takes away from what came before it in order to give it meaning any meaning at all you have to apply that limitation to what came before it to read it the way that exact provision section two that he's talking about that defines who is insured for the operation of vehicle says if you are insured you being the named insured well you can't say that then this limitation cannot apply in that context if if stafford was sued for freddie pains for if staffer was involved in a joint venture that was not then listed on the policy all these cases are very consistent they'd have been in that situation so where it says anyone you can't just say well because this happens to be our case that therefore we have to read it this way to find coverage it doesn't work that way the way that it works is you look to see what the policy coverage will look to see what's alleged and if they don't overlap there's no coverage and i think that's i think the judge battened clearly got it right in this case and well thought out decision on the surname questions i'll see the rest of the time thank you thank you mr p v you've got three minutes yes of just briefly these this l l c limitation was put in because insurers were forming these joint scope of his employment for the l l c well we don't need to do that we can drop that we don't need to sue you know the paying he we can just sue the driver that's just an allegation to get them in there all we have to do sue the driver because he's the one this negligent so that's the point on that but she's it him for acting on behalf of the and if you look at the allegations point we sued him for the negligent operation of this tractor trailer and we've also sued separately the fraidy payment and allege that they're responsible because he was acting within the course of scope of his so i don't think you lose this elsie ok even so here's a person in respect of the conduct of al alcee you know he falls in the definition of the last two lines imputed there's actually no contact conduct by the company in this it different every other claim like negligent main it's in all that you can sue them directly even though they're done by employees you cannot sue