NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

___________

No. 09-4093

___________

LEXINGTON INSURANCE COMPANY

v.

JACOBS INDUSTRIAL MAINTENANCE COMPANY, LLC;

JACOBS ENGINEERING GROUP, INC.;

HOVENSA, LLC

(D.C. No. 05-cv-00112)

HOVENSA, LLC

v.

LEXINGTON INSURANCE COMPANY

(D.C. No. 05-cv-00114)

Hovensa, LLC,

 Appellant

_______________________

On Appeal from the District Court of the Virgin Islands

Division of St. Croix

D.C. Civil Action Nos. 05-cv-00112 & 05-cv-00114

(Honorable Curtis V. Gomez)

______________

Argued April 13, 2011

Before: SCIRICA, RENDELL and AMBRO, Circuit Judges.

(Filed : July 6, 2011)
2

ARDEN B. LEVY, ESQUIRE (ARGUED)

Bailey Gary

1615 L Street, N.W., Suite 650

Washington, D.C. 20036

DOUGLAS L. CAPDEVILLE, ESQUIRE

Law Offices of Douglas L. Capdeville, P.C.

2107 Company Street, Lot Four

P.O. Box 224191

Christiansted, St. Croix

U.S. Virgin Islands 00822

Attorneys for Appellant

MARK E. COHEN, ESQUIRE (ARGUED)

Zelle, McDonough & Cohen, LLP

101 Federal Street, 14th Floor

Boston, Massachusetts 02110

ANDREW C. SIMPSON, ESQUIRE

Andrew C. Simpson Law Offices, P.C.

2191 Church Street, Suite 5

Christiansted, St. Croix

U.S. Virgin Islands 00820

Attorneys for Appellee Lexington Insurance Company

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OPINION OF THE COURT

_________________

SCIRICA, Circuit Judge.

This appeal arises from a statutory interpleader action under 28 U.S.C. § 1335 

brought by Lexington Insurance Company to resolve disputes over liability coverage 

between two insureds, HOVENSA, LLC, and Jacobs Engineering Group, Inc. 

HOVENSA asserts the District Court lacked subject matter jurisdiction and erred in 

granting Lexington summary judgment in its favor on HOVENSA‟s counterclaims. We 

will affirm.
3

I.

Jacobs had contracted to perform maintenance work at HOVENSA‟s refinery from 

September 1999 until September 2002. Under this arrangement, Jacobs purchased 

employment liability coverage from Lexington for itself and HOVENSA for claims 

arising out of the maintenance contract. One policy provided coverage from September 

30, 2000, through September 30, 2001. Another provided coverage from September 30, 

2001, through September 30, 2002. The policies had a combined total coverage limit of 

$6 million. 

Between 2000 and 2002, several Jacobs employees sued Jacobs and HOVENSA, 

alleging workplace discrimination. By June 2005, Lexington had paid out nearly $2.5 

million in connection with defending and settling these suits, leaving approximately $3.5 

remaining under the policy. At that time, seventeen employee suits remained pending. 

HOVENSA was named as a co-defendant in all but two of the seventeen suits. 

Settlement efforts were undertaken to resolve thirteen of the underlying seventeen suits. 

Of the four actions excluded from the settlement negotiations, two named Jacobs and 

HOVENSA as co-defendants, and two named only Jacobs. In June 2005, HOVENSA 

demanded Lexington tender the remaining policy limit to pay for the proposed 

settlement. Jacobs declined to consent to the proposed settlement so that it could 

continue to defend in order to reduce the eventual settlement value. Lexington responded 

that it would not disburse the policy limits unless both HOVENSA and Jacobs consented 

to the settlement.
4

On August 5, 2005, Lexington filed this statutory interpleader action, pursuant to 

28 U.S.C. § 1335, to resolve which insured was entitled to the remaining funds. 

Lexington filed a bond in the approximate amount of $3.5 million, representing the 

remaining amount under the policies. Lexington sought a discharge from liability above 

this limit. HOVENSA counterclaimed, seeking damages for defense and indemnity costs 

incurred as a result of Lexington‟s alleged breach of the insurance contract.1

In April, 2007, HOVENSA, Jacobs, and the underlying plaintiffs agreed to settle 

most of the underlying lawsuits for $10.6 million. HOVENSA and Jacobs split equally 

settlement costs in excess of Lexington‟s interpleader bond. The parties subsequently 

stipulated to the discharge of the bond. Lexington then allocated $3,585,603.67 toward 

the settlement. Both Lexington and HOVENSA moved for summary judgment on 

HOVENSA‟s breach of contract claims against Lexington. 

The District Court granted summary judgment to Lexington on HOVENSA‟s 

counterclaims because it found the interpleader action shielded Lexington from any 

liability relating to its failure to resolve the dispute over the interpleaded funds. 

II.

“[I]nterpleader allows a stakeholder who „admits it is liable to one of the 

claimants, but fears the prospect of multiple liability[,] . . . to file suit, deposit the 

property with the court, and withdraw from the proceedings.‟” Prudential Ins. Co. of Am. 

 

1

Three days after Lexington filed its interpleader action, HOVENSA commenced an 

action against Lexington asserting the same claims as its counterclaims in the interpleader 

action. The District Court consolidated the interpleader and breach of contract actions. 
5

v. Hovis, 553 F.3d 258, 262 (3d Cir. 2009) (alteration in original) (quoting Metro Life Ins. 

Co. v. Price, 501 F.3d 271, 275 (3d Cir. 2007)). “The typical interpleader action 

proceeds in two distinct stages.” Id. First, the court determines whether the action is 

proper and whether to discharge the stakeholder from liability. Id. Next, the court will 

determine the rights of the claimants. Id. HOVENSA contends the court erred by 

discharging Lexington from liability at the first stage.

A.

HOVENSA maintains that the court lacked jurisdiction over the action. The court 

has jurisdiction “of any civil action of interpleader” if the value of the stake at issue is 

“$500 or more” so long as “[t]wo or more adverse claimants, of diverse citizenship . . . , 

are claiming or may claim to be entitled to such money or property” and the plaintiff has 

deposited the money or property at issue, or a bond for such, with the court. 28 U.S.C. § 

1335.2 

 

Jacobs also filed counterclaims in the interpleader action. Lexington and Jacobs reached 

a settlement of Jacobs‟ claims, which were dismissed.

2

The interpleader statute states:

(a) The district courts shall have original jurisdiction of any civil action of 

interpleader or in the nature of interpleader filed by any person, firm, or 

corporation, association, or society having in his or its custody or possession 

money or property of the value of $500 or more, or having issued a note, bond, 

certificate, policy of insurance, or other instrument of value or amount of $500 or 

more, or providing for the delivery or payment or the loan of money or property of 

such amount or value, or being under any obligation written or unwritten to the 

amount of $500 or more, if

(1) Two or more adverse claimants, of diverse citizenship as defined in subsection 

(a) or (d) of section 1332 of this title, are claiming or may claim to be entitled to 

such money or property, or to any one or more of the benefits arising by virtue of 
6

The parties do not contest that the claimants are diverse, the amount in controversy 

is met, and that Lexington provided a sufficient bond. Instead, HOVENSA contends 

there was no jurisdiction because Jacobs was neither a claimant nor adverse (to 

HOVENSA), and because Lexington lacked the clean hands needed to seek the equitable 

remedy of interpleader.

We agree with the District Court that Lexington faced adverse claims from 

HOVENSA and Jacobs. “[J]urisdiction in interpleader is not dependent upon the merits 

of the claims of the parties interpleaded, and a plaintiff can maintain the action even 

though he believes that one of the claims is valid and the other, or others, without merit.” 

Bierman v. Marcus, 246 F.2d 200, 202 (3d Cir. 1957). While adverse claims need not be 

meritorious, they cannot be so wanting that the stakeholder lacks “a bona fide fear of 

adverse claims.” CNA Ins. Cos. v. Waters, 926 F.2d 247, 251 (3d Cir. 1991) (quoting 3A 

J. Moore, J. Lucas, & G. Grotheer, Jr., Moore’s Federal Practice ¶ 22.08[1] (19th ed. 

 

any note, bond, certificate, policy or other instrument, or arising by virtue of any 

such obligation; and if (2) the plaintiff has deposited such money or property or 

has paid the amount of or the loan or other value of such instrument or the amount 

due under such obligation into the registry of the court, there to abide the 

judgment of the court, or has given bond payable to the clerk of the court in such 

amount and with such surety as the court or judge may deem proper, conditioned 

upon the compliance by the plaintiff with the future order or judgment of the court 

with respect to the subject matter of the controversy.

(b) Such an action may be entertained although the titles or claims of the 

conflicting claimants do not have a common origin, or are not identical, but are 

adverse to and independent of one another.

28 U.S.C. § 1335.
7

1989)); Bierman, 246 F.2d at 202. It is clear that Lexington possessed a bona fide fear of 

adverse claims. 

HOVENSA contends that it and Jacobs agreed on the ownership of the policy 

proceeds and therefore their claims or potential claims were not mutually exclusive. But 

although both HOVENSA and Jacobs shared in nominal ownership of the insurance 

policy, they sought to invoke rights under the policy to direct usage of funds in mutually 

exclusive ways. HOVENSA sought to use the entire balance of the policy coverage to 

settle the bulk of the remaining suits. Jacobs invoked Lexington‟s duty to defend the 

insured and sought to use the proceeds to continue to litigate the disputes. 

HOVENSA also maintains that Jacobs never asserted an adverse claim. But a 

formal claim against the policy or suit by Jacobs was not required. See Charles Alan 

Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice & Procedure (3d ed. 2001)

(“[C]ourts should not dismiss an interpleader action simply because the claims 

confronting plaintiff have not been asserted.”). The threat of litigation over use of the 

funds by Jacobs was sufficient to qualify Jacobs as one who “may claim to be entitled to 

such money or property.” 28 U.S.C. § 1335(a)(1). The conflict over the use of 

remaining policy funds was sufficient to qualify HOVENSA and Jacobs as adverse 

claimants.

HOVENSA also argues that Lexington lacked the clean hands necessary to pursue 

the equitable action of interpleaded. There is “a general rule that a party seeking 

interpleader must be free from blame in causing the controversy.” Hovis, 553 F.3d at 263 

(citing Farmers Irrigating Ditch & Reservoir Co. v. Kane, 845 F.2d 229, 232 (10th Cir. 
8

1988)). We disagree with HOVENSA‟s contention that Lexington brought the 

interpleader action to avoid its contractual duties. The record supports Lexington‟s goodfaith attempt to resolve a dispute between the insureds and demonstrates Lexington 

sought the remedy of interpleader once it became clear HOVENSA and Jacobs would not 

be able to find a mutually acceptable resolution. 

B.

Alternatively, HOVENSA contends even if jurisdiction were proper, the court 

erred in discharging Lexington from further liability by granting Lexington‟s motion for 

summary judgment on HOVENSA‟s counterclaims. Lexington relies on Prudential 

Insurance Co. of America v. Hovis, 553 F.3d 258 (3d Cir. 2009). In Hovis, we noted:

Because what entitles a stakeholder to bring an interpleader action in the 

first place is the prospect of multiple liability, in the typical case the 

protection provided by that device is limited to the interpleaded defendants‟ 

competing claims to the stake. Thus, the normal rule is that interpleader 

protection does not extend to counterclaims that are not claims to the 

interpleaded funds.

258 F.3d at 264. In Hovis, we concluded it would be “counter to the very idea behind the 

interpleader remedy” to allow counterclaims to proceed when not “truly independent” of 

the dispute underlying the interpleader action. Id. at 264-65. That is, it would violate the 

foundation of interpleader that “where a stakeholder is allowed to bring an interpleader 

action, rather than choosing between adverse claimants, its failure to choose between the 

adverse claimants (rather than bringing an interpleader action) cannot itself be a breach of 

a legal duty.” Id. at 265. Accordingly, we affirmed the discharge through interpleader of 

an insurer‟s liability to competing claimants to a life insurance policy. Id.
9

HOVENSA contends that Lexington breached contractual duties by failing to 

tender the balance of the insurance policy at HOVENSA‟s request. But HOVENSA‟s 

claims are not “truly independent” of the interpleader claim‟s underlying dispute. 

HOVENSA alleges Lexington breached a legal duty by not tendering the funds over 

Jacobs‟ objection. If it had tendered the funds, the record is clear that Lexington (in 

Jacobs‟ view) would have breached a legal duty to Jacobs. This conflict is the basis of 

the interpleader action. In concluding that discharge was proper, the District Court did 

not need to adopt either claimant‟s interpretation of the policy, as HOVENSA contends. 

Rather, it properly found Lexington to be a disinterested stakeholder (once it became 

clear the policy would be exhausted) facing the risk of bona fide adverse claims as to who 

controlled the use of the policy funds. HOVENSA‟s counterclaims merely recapitulate 

the ownership dispute and fall within the discharge of liability “to the claimants both for 

further claims to the stake and for any claims directly relating to its failure to resolve that 

controversy.” Id. at 265.

III.

For the foregoing reasons, we will affirm the grant of summary judgment in favor 

of Lexington.