insurance policy issue to student life as an organization of student life lisa or rented property when the mayor's liability must arise out of the ownership maintenance or use of that portion of the premises leased by wyndham near to student life now the facts of this case are undisputed that wind amir's liability to the richards did not arise out of its ownership maintenance or use of the lodging units where carly richard sl classrooms where she received religious instruction or of the chapel restrooms or cafeteria she shared with other campers nor is wind a mirror liable or does its liability arise from the fact it contracted w student life to host an event on his three hundred acre campus windham is liability arises here slowly and exclusively because of its ownership maintenance in use of the edge challenge course and even apply in the common man definition of least championed by the trial court and by the a pelleas in this case the edge was not least by when tamir to student life it was leased to the serious e baptist congregation the amended why not wait wait wait this or see bad this congregation they were the ones that made the direct arrangements or the use of the edge they paid for wait wait the parents did and so yeah the congregation didn't do anything if he's his congregation even incorporated council most bad churches aren't i or your honor i use that phrase to talk to the parents as they go through so you say the parents did it directly with the edge that's exactly right the record on that is undisputed the bunny did not funnel through student life the paperwork did not funnel through student life it was a direct arrangement your honour's the amended conference contract between student life and wyndham year and all of the collateral documents surrounding it for that matter only gave student life for the benefit of its customers exclusive use of some portions of when the mirrors property and shared use of others but it did not give student life the use of the edge and by use here we're not talking about exclusive use we're talking about any use the apple lease can talk all they want about the common man definition of a lease not requiring exclusive use but they can't suggest there can be a lease a premises without any very clear in the missouri law a little east requires exclusive use of the dining hall was not one of those premises to which the seriously bad just got council your exclusion cases from a landlord tenant case right which would be the only source you think missouri says that leases can be around for something other than landlord you can lease equipment share i am property but for the purposes of this case and for the purposes of an insurance policy that talks about  he's going to walk with you so we're going yeah well i was just i was curious you know to it's completely fine but i was curious about the hear your view of how far this goes which is there are certain other things that are listed in the contract as well between student life and the  conference center in particular the wilderness creek out of tory and the dear ridge conference room were specifically listed during certain periods of time suppose that something happened in one of those places now they don't have exclusive use throughout the time their time there but contract with the agreed between the two parties more than a more than exclusive use it's really what they contract it about and beyond that in this case you're out of because i'm afraid that the trial judge is trying to find a way to create a remedy here showing through this whole analysis of  and latent ambiguity really directed attention away from what the real issue here is and that is was that edge or that portion of the process that was released by wyndham near to the named insured student life and when we look at it that way the answer is particularly easy the only way that it becomes a little bit questionable is we start talking about facts of this case isn't about we start talking about the ch we start talking about the cafeteria we start talking about the restaurant but if we talk about what this case is about and this is important because while there is some talk in here that somehow the liability arises out of the whole idea that there portion of the premises leased to you so there's nothing in this language that can be interpreted as saying well but it also might apply to winter beers liability arising out of the mere fact the contract was to life to host an event and that's how they tried to change the argument but that attempt to change the argument doesn't fit at all within the language of what the insurance contracts us now you've had you'd concede though that if one organization had it like the senior citizens all had it for one big deal i'm away from student life i understand that but the other end of the world that bit different case right if one organization at least the entire thing and right which happens council go and yet and everything was available to them and that was part of the contract and that was the organization that was  student life did not have use of nor did it paid consideration for two of the elements of a common law definition of police at the trial for and the apple e challenge are separate consideration to use the age and not going by student life paid by someone else and a separate agreement entered into for the use of this specific release of the reservation for entered into with wind someone other than is the edge only available to people who are using other portions of the premises or is it available to the public as well it's only available by the record a right of arrangement with windham here but the payment of the fee for the use of it in the execution documents in addition received to be so so your question is could anyone off the street use it the answer that question is probably no but i think that and it self is irrelevant consideration or this reason it's a long way from the nearest street to council it's a long way from the street that go ahead the point here is and this is the argument judge smith that i think you're trying to get to as well point at the age of the parents of the children from the seriously baptist church the opportunity to negotiate and enter into a lease with the wind of near or the use of the edge so the contract at issue here the amended conference contract at best was agreement by which a third party was given an opportunity to enter into a lease now a lease is a lease a lease isn't a contract to give a third party an opportunity to enter into a lease and no common man would say that a contract this is you know what i'm going to give you a chance to go she'd a lease with someone else at that contract  only way that wind amir is an additional insured under this policy is if its liability arises out of the ownership maintenance or use of that portion of the premises it leased to student and not lease to student entered into an agreement with student life that granted to student life the opportunity to give to one of its customers an opportunity to enter into a lease but that have to execute a separately and make a separate payment to use that portion of linda mears property that is the edge and it is that portion of winter's property out of which window mirrors liability potentially arises if the trial court is going to use a common man analysis to expand the meaning of the phrase premises leased to you to include an agreement by which a third party can then try to enter into a release lease that it must  consideration for the release and and let me interrupt you of missouri has this line of cases on you can determine and begin to contract looking at other things it's obvious royal banks and i don't think you replied on royal banks is one in that long line what do you think of that i don't think it makes one difference at all judge bad no matter how you look at this amended conference contract for the insurance and even if you allow every bit of extra insecure evidence to be taken into account to give it mean it does not change the fact that the insurance contract requires that the liability arise out of that portion of the premises leased by the additional insured to the named insured and it does not change the fact that he was not least by student life the edge was arranged for eighty four and it was provided for by someone other than student life and me reasonable man would rightly conclude that student life didn't pay for the consideration of the use of the edge seriously parents did their common man definition o lease says that it is a contract granting an occupation or use of property during a certain period in exchange for a specific read well this amended conference contract and all of the collateral documents in and of itself did not give student life use of the edge nor did this amended conference contract or any of the other collateral documents surrounding it provide for student life to pay the consideration for the use of the edge  of the edge was only available because the circe parents entered into an independent separate arrangement directly with wind tamir for its use and paid the consideration for the state but this reason your honor there can be no additional affirm the district court's decision on any grounds and i would submit to you that the district court reasonably interpreted the great american insurance policy to provide coverage for the liability that when the mayor owed to ms richards as a result medic conference contract i agree with counsel that this issue is about the language of a contract about the additional insured endorsement that great american selected in response to its named insurance request to mere an additional insured i disagree with counsel's reading of that endorsement that endorsement provide that when the mayor is an additional insured for liability arising out of the ownership additional insured is if an injury takes place in the location expressly identified in the amended conference contract it conditions coverage on the relationship between the named insured and the additional insured and the contract between those two parties here the undisputed evidence is the contract between those two parties was not a fully integrated document it didn't list every single place where student life campers might participate or be found during the the occurrence of the camp instead it was an open ended contract with a minimum number of rooms a minimum number of meals and expressly provided access to different facilities on the premises to ask the chief judge smith's question once again you know i didn't really appreciate this until until opposing counsel kept and emphasizing it that portion of i was certainly least as important but that portion of the lead promises least is important as well which is to say that the cot the contract the additional insured provision recognizes that you couldn't leave just a portion of it but use other parts of a property as well so if i lease a small corner i could use the other parts of the property but i haven't least at that seems to be what that means by that portion of the premises lease so i would suggest to your honor that there's a couple of ways to respond to that particular concern the first is as the district court found that the edge was in fact a part of the premises that were leased to student life by virtue of the fact that but for the a minute conference contract which contemplate to that particular activity these attendees including ms richards would not have access to it and therefore the least contemplated or included and i think initially she determined the district were determined that the  ambiguous as to the scope of what was intended to be the portion of the premises least but the other thing i would suggest to you is consistent with the court's decision in colonie insurance company vs pinewood enterprises to read the endorsement that narrowly is to render the phrase arising out of meaningless yeah but you see i'm having problems with this particular with your first point use does not equal lisa let me give you an example you know judge benton brought up landlord tenant law and if i was the apartment complex and it allows the use of policing the use of the exercise facility so under your view if you have the use of the exercise for the audience somebody falls off a treadmill or something of that nature presumably you can go after the insured under or go after the insurance company under an additional insurance policy because you know would rise out of the lease promises i think that's consistent with the reasonable expectations of these parties for example notwithstanding the fact that there were  proportions of the premises that were explicitly excluded from the a medic conference contract like the facilities where the employees lived it is seems illogical to me to assume that if a camper wandered into those portion of the facility and were injured when demeanor and life i wouldn't expect that injury to be covered but if that's true and to go back to the either or either one actually the edge or the exercise facility under your view the student life since her insurance company great american would be responsible  not only for the entries to the campers or in the case of being exercised early but also anybody that using the facility because you're making the argument that that the property is leased to student life or else i don't know how it works under the plain language of the agreement i disagree with that contention your honor it would not arise out of the owner the ownership maintenance or use of the premises lease to student life if some party who was present on the on the campus by virtue of some other event was not participating in the event sorry it's somewhat group sometimes when judges interrupt but usually we do it out of knowing our memories are faulty of you quickly forget or question if we don't use the would you respond to counsel's position that the premises was actually at least to a group of parents the edge that there was actually a separate agreement that authorize use of the age and that that the distinction and for windham air in exchange for use of the edge and in this particular circumstance there was a fee paid in exchange for ms richards use of the edge but i would disagree with any contention that that was the least of the edge agreement is that based on the fact that you have this supplemental thing that goes out that says oh by the way that looked to me more like an advertisement or an informational type of thing well you can use the edge to us is that the argument you're making  point it's based on a number of factors including the fact that the amid a conference contracted by its plain terms does not contain an integration clause it's also based on the testimony of the corporate representative when tamir who testified that the the terms of the extent of the activities can be modified orally while the parties are participating in the campaign in fact regularly are modified orally the purpose of that contract is to ensure that there is a modicum of space a minimum of the right amount of food for the people show up there are places for people to lay their heads it is an overly technical interpretation and reading of this contract both the insurance contract and the amended conference contract suggest that any premises not listed there that  with the scope of the plain language of the insurance policy you know a great american could have had it so chose it issued an additional insured endorsement that tied the additional insured status to vicarious liability they could have tied it to injuries located at specific location they could have excluded inherently dangerous activities they could have excluded activities you know specified locations they didn't do that what they did was they issued the endorsement that  face plainly purports to cover when the mayor for the elevated liability that it is exposed to by virtue of student life bringing these these children and their employees to win the mayor's location for the purposes of its baiting in this camp doctrine several times in response to my questions is that a separate is that separate from the plain language of the agreement those are considered separate doctrines i know in most states and did you make that argument about reasonable expectations throughout the litigation your honor that they are separate there is a i think it is a reasonable interpretation of the plain and unambiguous language of this endorsement to find that this particular liability is covered under that language i think upon  finding of ambiguity under the contract it would be consistent with the parties reasonable expectation that this would be covered risk or which was it would be considered initial injured counsel do you not now we're a little bit i thought the position your brief was that the contract is lightly i think ambiguous and light of all the stuff but now you're saying it's it's an ambiguous tell me what your what you believe in our position is that this court can affirm the contract or by virtue of the existence of a hint or a latent ambiguity in either the insurance policy or the amended conference contract under either any of those theories we think coverage ought to be provided thank you thank of court i'm patrick martin she represented the apple e probably richard judge trust to follow up on your question regarding the integration way that is significant if you look at him in a conference contract it is clearly not a complete contract understanding that we were releasing the facilities including specifically the recreational facilities and even said including there was many things that student life was leasing him in a conference contract what it lists is this conference space and just these dorms that was all part of the lease how many times is the word grounds i'm just looking quickly is it just once in the in the in the come in the contract or the first page judge been i believe it stated in the contract that says after the laundry list of conference trace information and they go to the last page in a property damage class a slash abused the above named group will have financial responsibility for any damage and excessive wear and tear it general policies it talks about window mirrors or right to change guest rooms conference space and or other events and services so it's clear from this as well as some of the holes when it talks about just meals and doesn't specifically mention the cafeteria area is clear from this that student life was going there not because they like the conference rooms not because they like the sleeping quarters they went there because they wanted to host an event using window mirrors property using when the mirrors facilities using window there may be one others you know i'm still i'm still a little worried about the extent of liability and i know that opposing her excuse me the other pelleas council made this point but are rising out of the ownership use maintenance doesn't seem like much of a limitation the more i think about it and it is true that if some other if some other group perhaps used it it would be arising out of your use of the police premises but but if you do something if one of your campers does something to break something on you know a rope or does leaves a banana peel on the ropes course or whatever the case may be it still would would hold great american liable if some other group comes in five hours later and slips on the banana peel or uses the broken to come to him or facility only entitled to use their facilities because of the contract between student life and when to do so that arising out of language although we don't have those facts here there's more of a direct nexus between students lifes posting of an event student life use of the facilities and the liability to end a mere because student lives specifically bargained for the use of all the facilities that were available there including the edge course student life even promoted the edge and even asked for waivers for parents to sign including these specific ropes courses that are listed in the waivers these are student life waivers clearly the contemplat life was that they were going to have access to and use of the facilities as part of their lease of course the other interpretation is they don't know what you know they want to make sure that they were going to be held you know individually liable that the organization would be held that eventually liable for any law but it shows student life new art of its lease was when the mayor contemplated these additional facilities such as the ropes course which is the edge that was part of the rising out of their use of the wyndham as i see my time three points very quickly the first of which is the most important is the first which picks up on judge process questions i think you do a better job of summarizing my argument in terms of the questions and i've been able to do in fifteen minutes of speaking directly but the first problem with the had no involvement and no control and that can't be the reasonable expectation to be applied to the interpretation of this policy and surely council if there's a high water whatever you call it the thing that keeps water water tower if there's a high water tower delectable plant and clearly got chain link fencing clearly marked up surely that's that's out of the question right it's it had nothing to do a student life contract they couldn't use that thing this change off set off from everybody else but for the fact that the serious the congregation parents entered into their separate arrangement when tamir for their use and if the parents didn't lease the edge then no one did because their definition of lease it has a contract granting occupation or use a property during a certain period in exchange for a specific rent clearly student life didn't do that if the pearcey parents didn't do that then a fundamental element of the great american contract is not met and that requires liability arising in that