please the court brothers all of the missouri law audience care protection of insurance contracts is very well settled and for all the briefing that has taken place in this case the case really it is pretty simple there is a clear ambiguity between endorsements eleven and thirteen in the policy of insurance issued by allied this is a words mean things case the words mean exactly what they say when we read them they leave an ambiguity and when there is an ambiguity it is appeals cases of all kinds of supreme court cases on insurance contracts what do you think is the closest one to these facts on the policy issue with two endorsements all at the same minute i think taking effect what's the closest case your honor it's difficult to say what the close this case is and you're exactly right these are both endorsements that are issued at twelve o one and you know on january the th two thousand and sixty and you know which one is closest hard to permits coverage and another could be read to prohibit it they had bet create an ambiguity that under sudden law must be resolved in favor of coverage that's the missouri supreme court's case of richie versus ally property and casual y two thousand and nine so which one is closest i'm not sure that i can answer that your honor i can tell you that the ones that apply to this situation are very clear what should happen in dorks with eleven thirteen takes again from section three exclusions a b c and d delete them and replace them so what happens is both of those delete the both of them replace with language and if you look at the two of them one of them includes a language that would bar contractual exclusion type claims the other one is silen on the issue they are in direct conflict and they create an ambiguity when that ambiguity is created by the insurance company through the words that they chose that mean exactly what they say when they created that they created the situation where it twice has to be met the choice that the district court took was a choice at that deny or the client coverage that's the choice that's not mandated by those are a lot of the choices that this man whom there's an ambiguity is you must find in favor of coverage it would have been very easy it would have been very easy for allied to write this contract so that this ambiguity did not exist and given that these these endorsements my understanding is they happen at the same time you know there are members differently why isn't the only reasonable reading reading given a different campaign candidate harmonizing all the provisions in the contract answer to your question is because that's not harmonizing it we have to use the words that they wrote into the policy in order to read them together we have to want to two things we either have to do you leet words that are in the policy and delete it we have to ignore us as and they are delayed and in fact the point i was a period of make just a moment ago is had they done that had they changed it so it said instead of a piece and are deleted and replaced in their entirety had they done that the ambiguity would not be there but they didn't do that so we can't harmonize and we would have to ignore those works or the other alternative  strauss would be to insert language in exclude in thirteen that does not exist in their head allied written that section three exclusions a b c and d are deleted in their entirety and replaced with the following and then had they included except as set forth in indorsement and they said that that would resolve this ambiguity they did not say that so you can't harmonize them they wrote the ambiguity into it and to ignore that ambiguity would be a pile a ship it would be a failure to follow the is not an ambiguity case this in its st instance is an ambiguity spirit causes a case that was decided on summary judgment not thrown out of court on a motion to dismiss and importantly in spirit  which leads to the next point the spirt case the underlying case did not include allegations of fraud it not included allegations of a breach of the due sherry duty life or alleged in the underlying what case here whenever there are extra contractual claims as there were in the underlying i would case here that even if even if section three or thin endorsement eleven was part of the ca contract which we which we believe the mandated choice in a missouri law is to disregard that in favor of the coverage afforded under thirteen but even if it was then there the possibility of liability under an extra contractual claim whether it's brought in just in risk of fraud breach a fiduciary duty or otherwise the possibility of liability under one of those is enough to trigger the duty to defend and likely indemnify in the result of an adverse effect here not only is there judy but there is clear and ultimately the ability to help her toe and set her get make a recovery under the policy that they pay for where they pay their premiums on time where they have a client and it has been denied is possible to write your own custom tailored policy those are expensive and those are the things that very very large companies do what is oracle let me ask you about this i just want to you know i was a simple guy i'm just reading the terms of the terms of the insurance agreement  all the new would be for both of these and i don't know the answer to that and i hope you can help me because i just think it's really unclear i know what the insurer meant to say i know what it's trying to accomplish but that's not the same thing as saying  conversion and there was an actual claim for trust which are now this and this court and start tossing around that because the underlying relationship gives rise to all the claims is a contractual relationship and then isn't it by mr to let me ask a question and i may be wrong about this but aren't some of the underlying plaintiffs not even parties to the to the contracts  or in response to your question about the do sherry duty absolutely absolutely that claim is independent of any contractual relationship ended in june of the reallocation agreements or otherwise  is to why they did it how they did i know what they meant to do but that's not what it says and that's where we are here where we're we're at a situation where the words that say that they wrote created an ambiguity now if we disregard the indorsement th language as we should we are not saying gosh throw this away we're just go disregard something that makes sense we're making that choice that is mandated by missouri law that's an ambiguity that's an ambiguity and and other thing judge strauss that you were spot on about with your question is in  said a b and c before some of the paragraphs is without import here because what they said in each of those is in direct conflict with each other and the conflict is so harmful to the insurance here because one way of reading it declines them coverage in contractual exclusion type situations and the other doesn't owe the fails for your time's gone i heard the side say they think martin is a very close case would you want to respond to mar i was ok even where martin says when a when an exclusion could have even been more clear you still have to try to read it martin does not say what the explosion is diametrically opposed one hundred and eighty degree its opposite and result to another indorsements we should still read it anyway it doesn't say and we can't give meaning to both the law is clear we have to read it in favor of coverage and it just kept going around you but there are two things that are still bothering me about this case one is the timing which you are discussing for both on the same time because if eleven mins the policy becomes a part of the policy and then thirteen amends the policy and becomes a part of the policy now that both are the policy we really want we read together we can't reconcile that we have to make that choice and the choice that the district court took was the choice to deny coverage when we're reading both of those and the choice that i'm urging you to take is to read the one that provides coverage in accordance with a longstanding this very law and send us back on on reading it as far as i'm asking this court to do i'm asking this court to find as a matter of law that there is an ambiguity and let's answer that duty claim this consent is that the real occasion agreement allegations are incorporated into that claim so tell me how that's planned in a way that is independent of the reallocation agreements i saw your honor kind of not being with when that discussion was going on judge grounder and you know from your practice that and experience that the fact that people incorporate other counts and other allegations is really a it's a routine practice and it's not necessarily a dispositive practice but if we look at the order in which these claims were play in the i would case claim one is for all it incorporates the common allegations above that breach  contract companies to counsel later fraud is not incorporating breach of contract claim to reach if you share a view that comes before the contract claim and is incorporating yet some of the same common fact such as that it's alleged that the get unilaterally terminated two directors right in breach of its fiduciary duty that's incorporated in there only when we get to the rd count breach a contract do we have a breach of contract like