NOT RECOMMENDED FOR PUBLICATION

File Name: 22a0175n.06

No. 21

- 3760

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

CENTERPOINT CLAIMS SERVICE, INC.

,

Plaintiff

- Appellant

,

v.

NATIONWIDE MUTUAL INSURANCE CO.,

Defendant

- Appellee

. )

)

)

)

)

)

)

)

)

) ON APPEAL FROM THE

UNITED STATES DISTRICT

COURT FOR THE SOUTHERN

DISTRICT OF OHIO

Before: KETHLEDGE

, STRANCH, and NALBANDIAN, Circuit Judges

.

KETHLEDGE

, Circuit Judge

. CenterPoint Claims Service, Inc. , alleges that Nationwide

Mutual Insurance Company had a contractual duty to assign CenterPoint a “ fair amount” of

insurance claims. The district court granted Nationwide’s motion to dismiss , holding that

Nationwide had no such duty . We affirm.

CenterPoint is a Florida

- based independent claims adjuster. CenterPoint works with

insurers to assess policyholders’ claims , typically when natu ral disasters leave insurers short

staffed. Nationwide is an insurer headquartered in Columbus, Ohio.

Deborah Wolfenbarger owns and operates CenterPoint. A Nationwide employee

encouraged CenterPoint to obtain certification that the firm is a “ wom e n

- own ed business

enterprise, ” and CenterPoint did so. Then, CenterPoint and Nationwide entered into a Master

Services Agreement. The Agreement stated:No. 2 1

- 3760, CenterPoint v. Nationwide

- 2

-

It is [Nationwide’s] policy to provide the maximum practical opportunity to minority

owned and women

- owned business enterprises . . . to compete fairly as suppliers,

contractors and subcontractors in [Nationwide’s] business activities, taking into account

both price and quality.

Nationwide designated CenterPoint a “tier

- one” independent claims adjuster , which made

CenterPoint the only “ wom e n

- owned ” firm in that category. Elsewhere in the Agreement,

Nationwide reserved the right to “purchase the same or similar work from third parties

. ”

Nationwide assigned CenterPoint fewer claims than CenterPoint had hoped

— between 200

and 1,500 claims per year. Nationwide ended the parties’ business relationship in January 2020.

CenterPoint thereafter sued Nationwide for breach of contract , citing the “opportunity to compete”

clause quoted above

. The district court dismissed CenterPoint’s complaint for failure to state a

claim. We review that decision de novo

. See Biegas v. Quickway Carriers, Inc ., 573 F.3d 365,

377 (6th Cir. 2009).

The parties agree that Ohio law governs this suit. Ohio courts interpret written contract

terms according to their plain and ordinary meaning. See Westfield Ins. Co. v. Galatis , 797 N.E.2d

1256, 1261 (Ohio 2003).

CenterPoint argues that the Agreement imposed upon Nationwide a duty to assign

CenterPoint a “fair amount” of claims to adjust. What the Agreement actually said , however, is

that Nationwide would provide CenterPoint the “maximum practical opportunity

. . . to compete

fairly” as a contractor in Nationwide’s business

, “taking into account both price and quality.” That

provision did not require Nationwide to assign CenterPoint the “maximum possible ” or a “fair

amount” of claims

. I ndeed, Nationwide said it would consider price and quality when it assigned

claims and reserved the right to use other firms

. The provision that CenterPoint cites here is nearly

if not actually hortatory; what CenterPoint would have the courts enforce is merely its own gloss.No. 2 1

- 3760, CenterPoint v. Nationwide

- 3

-

CenterPoint failed to state a breach of contract claim. The district court was therefore correct to

gra nt the motion to dismiss.

The district court’s judgment is affirmed.