First Division June 18, 2007 No. 1-06-1864 CLARENDON AMERI CA INSURANCE COMPANY, a New Jersey Corpora

tion, Plaintiff -Appella nt,

v. 69 WEST WASHINGTON MANAGEMENT L LC, an Illinois Limited L

iability Corporation, and COUNTY OF COOK, a Body

Politic and Corporation, Defend ants-App ellees
(Scottsdale Insurance Company , Inte rvenor- Appellan

t; B.G.K. Security

Services, Inc., an I

llinois Corporation, and Aargus Security

Systems, I

nc., an Illinois Corporation Defendants). ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Appeal from the Circuit Court of Cook Cou

nty

04 CH 10575

Honorable Juli a Nowicki , Judge Presi ding. PRESID ING

JUSTICE

McBRI DE delive

red the o pinion of t

he court : Plaintiff Clarendon America Insur ance Company ( Clarendon) filed a declaratory judgmen t action se eking a

determination tha

t it owed no

duty to defen d or indem

nify defenda nts 69 West Washington Management, LL C (69 West), and County of Cook (Cook) in severa l underlying

lawsuits arising out of the October 17, 2003, fire that occur red at a building owned by Cook and managed by

69 West, located at 69 West Washington Street in Chicago. Clarendon issued a commercial general liability policy to defenda

nt B.G.K. Security

Services, Inc. (B GK), to which 69 West and Cook sought coverage as “a dditional insureds.” Clarendon filed a motion for summary judg

ment and 69 West and Cook filed cross-motions for summary judgment in the1-06-1864

1 In the same written order , the trial court granted summary judgment in favor of Clarendon against defendant Aarg us Security Sy

stems, Inc (Aarg

us). Aargus appealed that order in case No. 1-06-2121. 2 trial court. Intervenor Scottsdale Insurance Company

(Scottsdale) issued an excess insurance policy to BGK a

nd interv ened in th

is action a

lso seeki ng a de clarati on that it ha d no duty to defend 69 West and Cook. The court denied Clarendon’s motion and gr anted 69 West and Cook’s moti ons. 1 Clarendon and Scottsdale appeal, arguing that: (1) the trial court erred in holding that 69 West and Cook qualify as “additional insureds” under BGK’s policy

with Clarendon; and (2) 69 West and Cook are not “additional insureds” because the blanket additional insured e ndorsement in the Clar

endon pol icy

applies o nly

to liability

“arising solely out of” B GK’s ser

vices. On April 1, 2002, Aargus entered into a contra ct with 69 West, acting as the manager and agent of Cook, to provide security guard service to the commercia l high-rise building located at 69 West Washington Street in Chicago. That contract, entitled “Ag reement with Service Contract or” (he reafte r, 69 West/A argus C ontract ), provid ed that Aa

rgus “shall be r

equired to satisfy such insuranc e requirements as are set forth in Exhibit D.” Exhibit D provided that Aargus was to purchase and maintain spe cific types of insura nce, including a commercial ge neral liability insurance in the amount of at lea st $1 million and excess liability insurance in the amount of at least $5 million. Aargus was required to name 69 West and Cook as additional insureds in those po licies. F inally , Exhibit D of the 69 West

/Aarg us Contrac

t require d Aarg

us to “cause each subcontractor of any tier to purc

hase and maintain insurance as required fr om [Aargus] including the Additional Insureds.”1-06-1864

3

On June 17, 2002, Aargus and BGK entered into a c ontract entitled “Joint Venture Agreement, 69 West Washington Manage ment Company, L .L.C., 69 West Washington, Chicago, IL 60602” (hereafter, Aarg

us/BGK Agreement) in which the pa rties agreed to jointly

provide security g uard service at the 69 West Washington building. The Aarg us/BGK Agreement stated: “They he reby constitute themselves a s Joint Ventures for the purpose of performing and completing the Contract, but not for any other purpose. It is expressly understood that this Agreement contemplates only the fur nishing and performance of the wor k
necessary for the completion of the Contract, and that by entering this Agr eement, the part

ies are not making

any partnership agreement or permanent joint venture agreement to bid or undertake any

contract(s) other than the aforementioned Contra ct. Nothing in this Agreement shall be construed as a limitation of the
powers o r right s of eithe

r party hereto t o carry on its sepa

rate business for its sole benefit. Nor shall any thing in this Agreement limit or prohibit the formation of additional joint ventures between the parties for the purpose of performing and completing any separate, unrelated contract(s) .” The Aar gus/BG K Agre ement als o provide s that the o bligations under “

the Contra

ct shall be joint and several, unless otherwise agre ed herein.” The Aargus/B GK Agreement stated that “B.G.K. Security

Services, Inc. shall serve as Aargus’ exclusive subcontractor under the1-06-1864

4

Contract .” The Aa

rgus/B GK Agr

eement d oes not de fine to what the ter m “Contra

ct” is referring. The only

mention of insurance is in paragraph 16, which state : “All insurance that may from time to time be required shall be obtained in such manner as the par ties hereto agree.” BGK obtained a commercial ge neral liability policy

from Clarendon, effective January 21, 20 03, t o Jan uary 21, 2 004. T he Cla rendo n pol icy provi ded $1 mill ion o f liab ilit y coverage per occ urrenc e with a $5 million ge neral a ggre gate li

mit. The Cla

rendon p olicy

contains a “Blank et Additio nal I

nsured E ndorseme nt” (add itional ins ured end orsemen t), which states, in releva nt part: “WHO I S AN I

NSURED (Se ction II) pr

ovision of the Policy

is amended to include as an insured any person or organization (called ‘addition al insure d’) to whom yo

u are obl igated

by v alid written c ontract

to provide

such cov erage , but only

with resp ect to liability for ‘bodily

injury’ or ‘prope

rty damag e’ arising solely out of ‘your wor

k’ on behalf of said additional insured for which coverage is provided by

this policy.” “Your work” is defined in the Clarendon policy as “work or operations performed by you or on your behalf

” and includes “warranties or repr esentations made at any

time with respect to the fitness, q uality , durabil ity, perfor

mance or use of ‘y our work ’ ” and “

the provi ding of or failur

e to provide warnings or instructions.” Scottsdale issued an excess liability policy to BGK, effective August 1, 2003, to January 21, 2004. The Scottsdale policy “is excess of a nd follows form to the Clarendon policy.”1-06-1864

5

On October 17, 2003, a fire occurre d at the building located at 69 West Washington, owned by Cook and ma

naged by 6 9 West. As a

result of the deat hs and inju

ries that occurr ed in the fire, 22 lawsuits were filed in the circuit court of Cook County and were consolidated under case No. 03 L 12520 (under lying lawsuits). 69 West, Cook, Aarg us and BGK were named as defendants, third-party

defendants, and/or counterdefendants in the unde rlying law suits. 69 West, Coo k, Aarg

us, and B GK tende

red the d efense in the unde

rly ing law suits to Clarendon. In July

2004, Clarendon filed the instant suit seeking a declaration that the Clare ndon policy issued to BGK did not include 69 West and Cook as a dditional insureds. Scottsdale was granted leave to intervene in the c ircuit court and filed its own complaint for declaratory judgment. In January

2006, Clarendon filed a motion for summary judgment, and in February 2006, 69 We st and Cook

filed cr oss-motion s for summa

ry judgmen t. 69 West a

nd Cook als o filed an affidavit from Aargus’ c hief executive officer (CEO), Janet Joy ce. In her a

ffidavit, Joyce stated that she was CEO in 2002 and entered into both the 69 West/Aargus Contract and the Aargu s/BGK Ag

reemen t on Aarg us’ beha lf. Joy ce also s aid that in

the Aarg us/BGK Agreement, the ref erence s to “Contr

act” me ant the 69 West/Aar gus Contr act. Scot tsdale fi led a bri ef in support of Clarendon’s motion. Clarendon moved to strike the Joyce affidavit. In April 2006, the trial court granted 69 West’s and Cook’s cross-motions for summary judgment and denied Clarendon’s motion. In its ruling, the trial court found tha t it was unnecessary

to consider the motion to strike because the Aargus/BGK Ag reement was unambiguous. I n June 2006, the trial court fo und that pu

rsuant to Supreme C ourt Rule 3 04(a) ( 155 I ll. 2d R. 304 (a)), there wa s no just reason to delay

enforcement or appeal of the April 2006 orde r. This appeal followed.1-06-1864

6

Clarendon and Scottsdale argue on appea l that the trial court erred in reading the 69 West/Aargus Contract and the Aargus/B GK Agreement together to find a valid written contract

an d t ha t 6 9 W es t a nd Co ok we re ad di ti on al in su re ds un de r t he Cl ar en do n p ol ic y. “The construction of an insurance policy and a determination of the rights and obligations thereunder are questions of law for the c ourt which are appropriate subjects for disposition by way of summary

judgment.” Crum & Forster Managers Corp. v. Resolution Trust Corp. , 156 I ll. 2d 384, 391 (1993). Summary judg ment is appropriate where the pleadings, de positions, and admissions

on file, to gether

with any affida vits and e xhibits, whe

n viewed in the lig ht most favorable to the nonmoving party , indicate that there is no genuine issue of material fa ct and the movin g pa rty is ent itled to jud gment as a

matte r of l aw. 7 35 ILCS 5/2-1 005( c) (W est 20 04). We review c ases invo lving sum mary judgmen t de novo

. Ragan v. Columbia Mutual Insuranc e Co. , 183 Ill. 2d 342, 349 (1998). “As in this case, wher e the parties file cross-motions for summary judgment, they invite the c ourt to decide the issues presented as a matter of law.” Liberty Mutual Fire Insuranc e Co. v. St. Paul Fire & Marine I nsurance Co. , 363 Ill. App. 3d 335, 339 (2005). Clarendon and Scottsdale contend that the Aargus/B GK Agreement, standing alone , does not trigger covera

ge for 69 West and Cook under the additional insured endorsement. The y maintain that the Aargus/BGK Agr eement “is devoid of any

express reference” to the 69 West/Aargus Contract and the trial court erred in r eading the Aargus/BG

K Agreement with the 69 West/Aargus Contract. “When con struing

the lang uage o f an insur

ance po licy , a court's prima ry objectiv e is to ascertain and give effe ct to the intentions of the parties as expressed by the words of the policy.”1-06-1864

7

Central Illinois Lig

ht Co. v. Home Insurance Co. , 213 Ill. 2d 141, 153 (2004). An insurance contract is to be construed as a whole, giving effect to every

provision because it must be assumed that every

provision was intended to serve a purpose. Central Illinois Lig ht Co. , 213 I ll. 2d at 153. “ If

the word s used in th e policy are cle ar and un

ambiguo us, they must be g iven thei

r plain, ordinary, a

nd popular meaning.” Central Illinois Lig ht Co. , 213 Ill. 2d at 153. “A contract term is ambiguous if it can reasonably be interpreted in more than one way due to the indefiniteness of the language or due to it having a double or multiple meaning.” William Bla ir & Co., LL C v. FI L iquidation Corp. , 358 Ill. App. 3d 324, 334 (2005). “A contra ct is not ambiguous, however, if a court can a scertain its meaning from the gene ral contract languag e.” William Bla

ir , 358 Ill. App. 3d at 334. “The mere f act that the parties disagree as to the mea ning of a term does not make that term ambiguous.” William Bla ir , 358 Ill. App. 3d at 334. Here, the additio nal insur ed endorsement in C larendon’s policy extends cove rage t o those that BGK, as the named insured, is obligated by valid written contract to provide coverag e. The parties d o not conte

nd that B GK was a

party to the 69 We st/Aarg

us Contrac

t; rather , the only contract BGK is a party

to is the Aargus/BGK Agre ement. Yet, 69 West and Cook assert that this cour t should re ad the two

document s togeth er even though the named i

nsured, B GK, is only a party to one doc

ument. There is nothing within the four corners of the Aa rgus/BGK Agree

ment regar ding an obligat ion under taken by BGK to pr

ovide add itional ins ured cov erage

for 69 Wes t and Cook. Instead, parag raph 16 leaves insurance requireme nts open for a future agree ment. “It is well settled that a court, when c onstruing a contract, should ascertain the intent of the parties and give effect to that intent.” Eichengreen v. Rollins, Inc

. , 325 Ill. App. 3d 517, 5211-06-1864

8

(200 1). I llino is fol lows t

he “f our c orne rs ru le” f or co ntract int

erpr etat ion, i n tha t, “ ‘ [a]n agreement, when reduc ed to writing, must be presumed to speak the intention of the parties who signed it. It speaks for itself, a nd the intention with which it was executed must be determined from the language used. I t is not to be changed by

extrinsic evidence.’ ” Air Safety, I nc. v. Teachers Realty

Corp. , 185 Ill . 2d 45 7, 462 (1999 ), quo ting Western Illinois Oil Co. v. Thompson , 26 Ill. 2d 287, 291 (1962). We find the analysis in Liberty Mutual Fire Insuranc e Co. v. St Paul Fire & Marine Insurance Co. , 363 I ll. App. 3d 335 (2005 ), to be he lpful. I n that ca se, the Ce

ntral I llinois Publi c Service Company (CI

PS) and Dover Elevator Company (Dover) entered into two service contracts for Dover’s work to modernize and upg rade two elevators in a CI PS facility. Dover obtained a CGL insurance policy through Liberty

Mutual Fire Insuranc e Company (L iberty). An elevator accident occurred a t the CIPS facility

and a personal injury

lawsuit followed. Libe

rty filed a d eclara tory judgmen t action se eking a

determination tha

t it did not ha

ve to def end CI PS under Dover’s policies, and CI PS’ insurer, St. Paul Fire and Marine Insur ance Co., filed a counterclaim requesting the trial court to find that L iberty had a duty

to defend CIPS. On summary judgme

nt, the trial court ruled in favor of L iberty. Liberty Mutual Fire Insuranc e Co. , 363 Ill. App. 3d at 337-38. On appeal, the reviewing court c onsidered a similar blanket additional insured endorsement that included “ ‘any person, organization, state or other political subdivision, trustee or estate for whom y

ou have agreed in writing to provide liability insurance’ ” a

longside the service contracts between Dover and CIPS. Liberty

Mutual Fire Insuranc e Co. , 363 Ill. App. 3d1-06-1864

9

at 341. The service contracts did not outline the insurance re quirements, but instead incorporated the attached insurance specifications. Liberty Mutual Fire Insuranc e Co. , 363 Ill. App. 3d at 341. The insurance specifications provided that “contra ctors such as Dover ‘will secure, maintain and provide evidence’ of ‘Comprehensive Gene ral Liability

insurance for all claims for personal injury, bodily

injury, including dea

th, and property da

mage which may

arise from the operations under this contract.’ ” Liberty Mutual Fire Insuranc e Co. , 363 Ill. App. 3d at 341. The court found that the contracts did not satisfy the endorsement because “there w as no language in the insurance provision or insurance specifications section that oblig ated Dover to add CIPS as an additional insured on the CGL policy .” Liberty Mutual Fire Insuranc e Co. , 363 Ill. App. 3d at 342. Rather, the insurance specifications only required Dover to provide for its own insurance. Liberty Mutual Fire Insuranc e Co. , 363 Ill. App. 3d at 342. Under the Aargus/BGK Ag reement, the parties agree d in paragraph 16 that “all insurance that may from time

to time be r

equired shall be o

btained i n such man

ner as th e partie s hereto agree.” Nothing in that statement oblig ates BGK to obtain coverage for anyone . 69 West and Cook contend that this court should read the 69 West/Aargus Contract in conjunction with the Aargus/BGK Agr

eement to find such an obligation on BGK’s part. The problem with that contenti on is that th e Aarg us/BGK Agreement does n ot explicitly

incorpor ate the p arties’ intention t

o be bound

by t he terms o f the 69 We st/Aarg us Contrac

t. “I n order f or a cont ract to incorpor ate all or part of a nother do cument by

refer ence, th e refe

rence m ust show a

n intention

to incorporate the document and make it part of the contra ct.” Board o f Manag ers of Che stnut Hills Condominium Ass'n v. Pasquinelli, Inc. , 354 Ill. App. 3d 749, 755 (2004). I n that case, the1-06-1864

10

reviewing court declined to enforc e an arbitration clause contained in a war ranty ag reement for a dispute a rising f rom a pur chase a greement that me

ntioned th e existenc e of the w arrant y agreement, but did not incorporate the war ranty ag reement. Pasquinelli, Inc. , 354 Ill. App. 3d at 755. Although we recognize that Illinois courts have read two contracts together w hen the “two instr uments we

re execu ted by the same contracting par

ties in the course o f the same transaction and [they] must be considered tog ether and construed with referenc e to one another because they

are one contract” ( Bank of Chicago v. Park National Ba nk , 266 Ill. App. 3d 890, 898-99 (1994)), that general principle is not applica ble to the instant case. Here, the two agreements were not enter ed into by the same par

ties nor were they

executed in the course of the

same tra nsaction . Since the

Aargu s/BGK Ag

reemen t does not s how a cle ar inten tion to incorpor ate the 6 9 West/Aar

gus Contr act, the court ca nnot rea d the Aar gus/BG K Agre ement in conjunct ion with the

69 West/Aa

rgus Con tract. 69 West and Cook assert that the Aargus/BGK Ag reement includes ty

pographical errors that should have referred to the 69 West/Aargus Contra ct. The Aargus/BGK Ag

reement makes

numerous refer ences to a “Contra

ct,” but d oes not de fine the

term. Cla

rendon a nd Scottsda

le assert in their re ply brief tha t the term “Contrac t” means the “Sec urity Guard Con

tract” t hat is mentione d in para

graph 2. That pa

ragra ph states , in rele

vant par t: “2. Joint Ventur

e Busine ss. The written Security G uard Contract entered into the (Date) June 17, 2002 between Aargus Security Sy

stems, Inc. and B.G.K. Security Services, Inc. relating1-06-1864

11 to the pro visions of

the secu rity guard service s at 69 West Washingtonshall be entered into by Aargus on behalf of the Joint Venture.” (Emphasis in original.) As written, this sentence in paragraph two re fers to the Aargus/BGK Ag reement only. None of the parties assert that a second ag reement exists between Aargus and BG K to which paragraph 2 is refer

ring. The Aargus/BGK

Agreement defines refe

rences to “Agreement”

as meaning that spec ific con

tract. 6 9 West and Co ok respon d that par agrap h 2 was inc orrect

ly compl eted an d shou ld hav e referr ed to t he 69 W est/A argus C ontra ct. 69 West and Co ok urge this court to unilaterally corr ect these alleged mistakes and rec ognize an intention for BGK to be held accountable for the insurance provisions in the 69 West/Aarg us Contract. 69 West and Cook deny that this arg

ument requires reformation of the Aarg us/BGK Agreement. We disagr ee. A written contract may

be reformed to reflect the intention of the parties a nd the agreement between them. Suburban Bank of Hoffman -Schaumb

urg v. B ousis , 144 Ill. 2d 51, 58 (1991). “ ‘An action to reform a written ag reement rests upon a theory that the parties came to an understanding, but in reducing it to writing, throug h mutual mistake, or through mistake of one side and f raud on th e other, some prov ision ag reed upo n was omitt

ed, and the action

is to so change the instrument as written as to conform it to the contra ct agreed upon, by

inserting the provisions omitted or striking out the one inserted by mutual mistake.’ ” Suburban Bank , 144 I ll. 2d at 5 8-59, quot ing Harley v. Ma gnolia Petroleum Co. , 378 Ill. 19, 28 (1941). “I t is assumed that the parties' written agre ement expresses their mutual intentions, and this conclusion will not yield to any

other unless the contrary evidence is clear and convincing .” Suburban Bank , 144 I ll.1-06-1864

12

2d at 59. Here, neither party

to the Aargus/BGK Agr

eement is involved in this appeal. Instead, a third party is seeking

reformation to bind another third party to the contract. In Gatto n v. P age , 44 Ill. App. 3d 559 (1976), the Fifth District ref used to reform a document to the detriment of an innocent third party. The re, the purchaser sought specific performance of a sales contra ct for property in a subdivision. Gatton , 44 Ill. App. 3d at 560. The contract wa s subject to the subdivision’s association rules and one of the rules required the seller of any proper

ty in the subdivision to give written notice of the sale to certain individuals, including the adjac ent landowners, 10 day s prior to the date of the sale. Gatton , 44 I ll. App. 3d at 560. Th e rule a

lso allowed f or a rig ht to purchase the

propert y within that 1 0-day

period, b ut there was a typogra phical error which excluded the right to purchase from the adjacent landowners. Gatton , 44 Ill . App. 3d a

t 561. The

reviewi ng cour t decline d to refo rm the rul es beca use it woul d negatively

affect the purchaser when no e vidence was introduced that the purchaser was aware of the right to purchase by

adjacent landowners. Gatton , 44 Ill. App. 3d at 562. The Gattoncourt held that “[e]ven if we were to find that awkward lang uage might give notice of the existence of a mistake, the instrument itself gives no indication that adjoining lot owners are intende d to have any rig hts not specifically enumer ated.” Gatton , 44 I ll. App. 3d at 562. “[I

]t is gene rally recognized that while mistakes will be corrected or relieved against as between pa rties to the original transaction and those claiming under the m with notice, the courts will not grant relief against mistakes so as to affect the intervening rights of third parties ***.” Gatton , 44 Ill. App. 3d at 561.1-06-1864

13

We find the reasoning behind Gattonto be applicable in the instant case. The Aargus/BGK Agr

eement fails to incorporate or refer to the 69 West/Aargus Contract. While the langua ge of p aragr

aph 2 implie s possible

drafting errors , neither

party on appea l was a pa rty to the Aarg us/BGK Agreement. Eve n if we we

re to con sider the

Joyc e affid

avit, the affida vit fails to correct the ty

pographical errors. I

t only clarifies that the ter m “Contract” used in the Aargus/BGK Agr

eement means the 69 West/Aargus Contract, but 69 West and Cook assert there are additional typog

raphical errors in the agre ement. Further, these alleged e rrors by Aa

rgus and BGK would not affect either of their rig hts, but instead would negatively affect Clarendon and Scottsdale by requiring

them to defend 69 West and Cook. Since the Aargus/BGK Ag reement does not contain an obligation by BGK to confer insurance cove rage to 69 West and Cook, Clarendo n and Scot

tsdale ha ve no duty

to defen d 69 West an

d Cook as a

dditional i

nsureds. Moreover, the plain language of the Aargus/BGK Ag

reement shows an intention by the parties not to define the insurance requirements. The A argus/BGK Agre ement contained a provision that their obligations “shall be joint and several, unless otherwise ag reed herein.” Within that agreement, paragraph 16 sta ted that “all insurance that may from time to time be required shall be obtained in such manner as the parties he reto agree.” “When interpr eting the provisions of a contract, the court must ascertain and give effect to the intent of the parties; and the language of the contr

act is the best indication of the parties' intent.” Liberty Mutual Fire Insurance Co. , 363 Ill. App. 3d at 341. Paragr aph 16 indicates the parties’ intent was to leave open the s

ubject of insuranc e for a f

uture ag reemen t. Nothing

in parag raph 16 o bligate s BGK to procure insurance for 69 West and Cook, and theref ore, they do not qualify

as additional insureds1-06-1864

14

under B GK’s poli cies with Clarendon and Scot

tsdale. M oreover , we will not insert l angua ge into the agreement that Aarg

us and BGK could easily

have included. “ ‘There is a strong presumption against provisions that easily could have been included in the contract but were not.’ ” Miner v. Fashion Enterprises, I nc. , 342 Ill . App. 3d 405 , 417 ( 2003) , quot ing Wright v. Chicago Title Insuranc e Co. , 196 I ll. App. 3d 920, 925 ( 1990). Since Aar gus and BGK cou

ld have included language

in their contract indicating BGK’s under taking of the insurance requirements in the 69 West/Aargus Contract, but declined to do so, this court will not add such langua ge to the contract. We also decline to consider the Joyce affidavit because the Aarg us/BGK Agreement contains an integration clause. Parag raph 21 provides: “This Agreement repr esents the entire
agree ment and u

ndersta nding of the part ies here to, and al l prior or

concurr ent agr eements , understanding, representations, and war ranties in regard to the subject matter her eof are and have been merged herein.” “ ‘When pa

rties sig n a memor

andum expr

essing a ll the ter ms essenti al to a co mplete agreement they

are to be protected aga

inst the doubtful veracity of the interested witnesses and the uncertain memory

of disinterested witnesses concerning the terms of the ir agreement, and the only way in which they ca

n be so protected is by holding each of them conclusively bound by the terms of the agreement as expressed in the wr iting.’ ” Air Safe

ty , 185 Ill . 2d at 464, q uoti ng Armstrong Paint & Varnish Works v. Continental Can Co. , 301 Ill. 102, 106 (1921). Therefor e, “where parties f ormally include a n integr ation cla use in the ir contra

ct, they are explic itly manifest ing thei r intention to prote ct themse lves ag ainst misin terpretations wh

ich migh t arise1-06-1864

15

from extrinsic evidence.” Air Safe ty , 185 Ill. 2d at 464. Here, the integ

ration c lause es tablished

that Aar gus and BGK, as the contr acting parties, intended to be bound only by the terms of the contract as written. I f we were to consider the Joyce affidavit to explain the Aarg us/BGK Agreement, then we would be ignoring the integration clause a nd its purp ose. We de cline to d o so. The A argus/

BGK Ag reemen t fails to d

emonstra te that BGK undertook an obligation to provide insurance c overage to 69 West and Cook. Because we have re

versed the order of summary judgment in favor of 69 West and Cook, we need not decide the issue of the exclusion raised by Clarendon and Scottsdale. Based on the foregoing

reasons, we reverse the g rant of summary judg

ment in favor of 69 West and Cook and ente

r summary

judgmen t for Clar endon an d Scottsda

le, pursu ant to Supr

eme Court Rule 366. 155 Ill. 2d R. 366. Reversed. CAHIL L and R. GORDON, JJ., concur.