IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

WESTERN DIVISION 

GREAT AMERICAN INSURANCE 

COMPANY 

310 East Fourth Street, 15S 

Cincinnati, OH 45202 

Plaintiff, 

-vsFARMERS ALLIANCE MUTUAL 

INSURANCE COMPANY 

1122 North Main Street 

McPherson, KS 67460 

Defendant. 

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Case No.: 

Judge: 

COMPLAINT FOR BREACH OF CONTRACT, 

PROMISSORY ESTOPPEL, UNJUST 

ENRICHMENT, EQUITABLE INDEMNITY, 

AND QUANTUM MERUIT 

[JURY DEMAND INDORSED HEREON, 

FED.R.CIV.P. 38] 

1. Plaintiff Great American Insurance Company (“Great American”) alleges as 

follows: 

PARTIES

2. Great American is a corporation organized and existing under the laws of the 

State of Ohio, with its principal place of business in Cincinnati, Ohio. 

3. Farmers Alliance Mutual Insurance Company (“FAMIC”) is a corporation 

organized and existing under the laws of the State of Kansas, with its principal place of business 

in McPherson, Kansas. 

JURISDICTION AND VENUE 

4. Jurisdiction of this action is founded upon 28 U.S.C. § 1332, as the parties are 

citizens of different states, and the amount in controversy exceeds the sum of $75,000, exclusive 

of interest and costs. 

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5. Venue is proper in the Southern District of Ohio pursuant to 28 U.S.C. 

§ 1391(b)(2), in that a substantial part of the events giving rise to the claim occurred in this 

judicial district, and the parties agreed that the federal court sitting in Hamilton County, Ohio 

shall have non-exclusive jurisdiction over any disputes or claims arising out of or in connection 

with one of the agreements at issue. 

BACKGROUND 

6. This case involves a request by Great American to recover from FAMIC the 

attorneys’ fees and expenses incurred in the defense of POCO, LLC, Plaintiff, v. Farmers Crop 

Insurance Alliance, Inc., Defendant, United States District Court, Eastern District of 

Washington, Case No. 4:14-cv-05106-SAB, and on appeal to the Ninth Circuit Court of Appeals, 

Case No. 16-35310 (“the POCO 2014 action”). 

7. As of September 21, 2005, FAMIC owned all issued and outstanding shares of 

capital stock in Farmers Crop Insurance Alliance, Inc. (“FCIA”). 

8. On September 21, 2005, FAMIC and Great American entered into a Stock 

Purchase Agreement in which Great American purchased from FAMIC all issued and 

outstanding shares of capital stock in FCIA. 

9. FAMIC and Great American entered into a Transition Services Agreement 

effective September 30, 2005. A true and correct copy of the Transition Services Agreement is 

attached hereto as Exhibit A. Certain provisions of the Transition Services Agreement provide: 

2. Agreement to Provide Services. During the Term of this 

Agreement, GAI shall provide such services as FAMIC may from 

time to time reasonably request so that multiple peril crop 

insurance business written by FAMIC prior to July 1, 2005 and 

crop-hail insurance business written by FAMIC prior to January 1, 

2006 and livestock insurance business written prior to July 1, 2005 

(the “Prior Business”), shall be serviced in the same manner as

comparable business was serviced by FAMIC in the ordinary 

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course of FAMIC’s business prior to the Effective Date 

(“FAMIC’s Ordinary Course”) and in compliance with applicable 

law. Such services (the “Services”) may include, without 

limitation, claims handling, accounting, processing, filing and data 

processing services. 

3. Claims Handling Services. The Services will include the claims 

handling services described in greater detail in this Section 3. 

The parties agree that GAI shall provide the following claims 

handling services to FAMIC for claims arising out of Prior 

Business: 

A. Provide complete handling of all loss adjustments, 

investigations, compliance issues and settlements of 

reported claims in accordance with applicable laws. 

Settlement shall only be effective by GAI upon the receipt 

of the approvals required from FAMIC under the claims 

handling protocol to be jointly developed by the parties and 

attached to this Agreement and incorporated herein as 

Exhibit B (the “Claims Handling Protocol”). 

* * * 

F. Unless otherwise provided on Exhibit B, engage the 

services of persons or firms outside GAI’s organization 

with the prior written approval of FAMIC (which approval 

shall not be unreasonably withheld, delayed or conditions) 

for work in connection with investigations and adjustment 

of claims and to incur other Allocated Loss Adjustment 

Expense. 

* * * 

H. Unless otherwise provided on Exhibit B, promptly provide 

FAMIC with copies of any inquiry, complaint or request 

received from an insurance department, other regulatory 

agency, client, claimant, agent, broker or other interested 

party relating to a claim under Prior Business serviced 

under this Agreement, consulting as necessary with FAMIC 

to prepare a response. 

* * * 

4. Payments of Prior Business Claims and Related Expenses. All

adjustments and settlements of claims relating to Prior Business 

and all costs and expenses incurred by GAI in connection 

therewith shall be promptly paid by FAMIC in accordance with the 

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provisions of the Claims Handling Protocol. Nothing in this 

Agreement shall be deemed to effect a transfer of liability for such 

claims and expenses from FAMIC to GAI. 

5. Consideration. As consideration for the Services provided by GAI 

hereunder FAMIC shall pay a fee to GAI equal to all direct costs 

and expenses incurred by GAI in providing such Services, 

including, without limitation, all out-of-pocket costs for outside 

vendors for hardware and software support and all in-house and 

outside employee cost, plus an operating charge equal to Twenty

Five percent (25%) of such total costs and expenses. Fees shall be 

invoiced by GAI and paid by FAMIC quarterly and shall be due 

and payable ten (10) days after delivery to FAMIC of GAI’s 

invoice. 

HISTORY 

2003 Policy, Crop Year Claim, Arbitration, Declaratory Judgment Action, Appeal, and 

Settlement 

10. FAMIC, while FCIA was still owned by FAMIC, issued one or more insurance 

policies to POCO, LLC, for the 2003 crop year. 

11. In early 2004, while FCIA was still owned by FAMIC, POCO’s agent, Conover 

Insurance, submitted a Notice of Loss to FCIA and FAMIC on behalf of POCO relating to the 

2003 crop year. For the 2003 crop year, FAMIC was the insurer and FCIA was FAMIC’s agent. 

12. In its claim relating to the 2003 crop year, POCO reported zero planted acres of 

potatoes in Benton County, Washington, but the claim adjuster discovered 78 acres of potatoes 

seeded in Benton County. Since POCO did not insure all its eligible potatoes, it was not a 

“qualifying person” as required by its policy. FCIA denied the 2003 crop loss claim by letter 

dated June 10, 2004, and returned POCO’s 2003 premium. POCO demanded arbitration, and the 

parties proceeded to an arbitration hearing over that denial determination. The arbitrator decided 

in favor of POCO and awarded it indemnity in the amount of $1,454,450, plus interest, under the 

FAMIC policy. 

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13. FCIA sought judicial review of the arbitration decision in the Eastern District of 

Washington. The court upheld the arbitrator’s award. FCIA appealed to the Ninth Circuit. The 

Ninth Circuit sent the case to mediation. Before the mediation, the Federal Crop Insurance 

Corporation informed FCIA that the claim was eligible for reinsurance if FCIA dismissed the 

appeal or settled the claim. 

14. FCIA, FAMIC, and POCO then reached a settlement whereby FCIA and FAMIC 

agreed to pay POCO $1,400,000 in return for a mutual release of claims. The parties executed a 

Mutual Release on November 21 and 22, 2005, respectively. The Mutual Release released all 

current and future claims related to the insurance policies and the handling of the 2003 claim. 

Criminal Indictment Brought by the United States of America 

15. On January 11, 2011, the United States Department of Justice filed a criminal 

indictment against POCO’s principal, Mark Peterson, alleging that POCO or its agents 

intentionally concealed or misrepresented material facts relating to the 2003 crop insurance 

policy, among others, and sought restitution of the payment made to POCO through the Mutual 

Release. A Superseding Indictment was filed on November 8, 2011 against Peterson and POCO. 

The United States alleged that various insurance claims, including the 2003 insurance claim 

which was resolved by the Mutual Release, were false and fraudulent loss claims for crop 

insurance indemnity. The $1,400,000 settlement was specifically identified in the Superseding 

Indictment at ¶ 5(h). Count 7 of the Superseding Indictment asserted violations of 18 U.S.C. 

§ 1014 and 18 U.S.C. § 2 in connection with Peterson’s and POCO’s “knowingly ma[king] a 

false statement and report and willfully overvalued property for the purpose of influencing the 

action of the Federal Crop Insurance Corporation and companies it reinsures” regarding the 2003 

crop loss. 

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16. During its prosecution of the criminal action, the government introduced as 

evidence numerous documents which were part of the insurance claim for the 2003 crop loss that 

was arbitrated and then reviewed by the Eastern District of Washington. These exhibits from the 

insurance claim for the 2003 crop loss upon which the government relied reveal that the criminal 

indictment and prosecution followed directly from, related back to, and would not have occurred 

but for the insurance claim for the 2003 crop loss, which involved both FCIA as the adjuster and 

FAMIC as the insurer. 

17. Ultimately, the criminal claims against Peterson were dismissed. 

The POCO 2014 Action 

18. POCO filed the POCO 2014 action against FCIA on or about September 4, 2014, 

in state court in Washington, claiming that, given the criminal action discussed immediately 

above, FCIA made material misrepresentations about its settlement authority and, thereby, 

breached the Mutual Release. POCO alleged that, since the United States denied that the Mutual 

Release authorized FCIA or FAMIC to release the Federal Crop Insurance Corporation, then 

FCIA made gross and material misrepresentations as to both its authority and the scope of the 

Mutual Release. POCO alleged causes of action for breach of contract, material 

misrepresentation, unfair and deceptive acts or practices (RCW 19.86.02 and RCW 19.86.093), 

and the “ABC Rule” (equitable indemnification). 

19. FCIA received notice of the POCO 2014 action on or about September 8, 2014. 

It provided notice immediately to FAMIC, which acknowledged receipt on September 17, 2014. 

FCIA retained Sanders & Associates, LPA, to serve as lead counsel in the defense of the POCO 

2014 action, with the help of local counsel in Washington. FCIA removed the case to the 

Eastern District of Washington. 

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20. Throughout the POCO 2014 action, POCO asserted that its allegations against 

FCIA related back to the original handling of the 2003 claim, which was handled by FCIA in its 

capacity as MGA of FAMIC during a time (except for the last few weeks) that FAMIC owned 

FCIA. POCO’s arguments far exceeded a claim that FCIA breached the Mutual Release; POCO 

accused FCIA and FAMIC, through their lawyer, of in essence “conspiring” with the federal 

government during the handling of the 2003 crop claim. In pursuing partial summary judgment, 

POCO argued: 

The basis for the unsuccessful criminal indictment included the same 

alleged deceit in POCO’s insurance claim which FCIA fully released. 

Indeed, far from ending the litigation threat, POCO’s acceptance of 

FCIA’s settlement check was specifically listed in the indictment as a 

criminal overt act by POCO. The Department of Justice, set into motion 

by FCIC/RMA, demanded the settlement payment back. In the course of 

the criminal trial, POCO learned from the documents produced by FCIA 

that when FCIA’s lawyer drafted the release, he knew that FCIC was at 

least considering pursuing that restitution remedy. 

POCO’s Reply in Support of Motion for Partial Summary Judgment [ECF No. 48, 2-3 of 19]. 

Later in the same brief, POCO stated: 

Contrary to FCIA’s responsive Statement of Material Facts (ECF No. 38), 

the evidence submitted by POCO shows that as early as May 2005, FCIA 

was working with its reinsurer FCIC to help gin up the criminal case 

against POCO based on the supposed problems with the 2003 AGR 

insurance claim. At the criminal trial, FCIA’s counsel Mr. Raekes [John 

Raekes is the attorney in Washington state retained by FCIA while it was 

owned by FAMIC to handle the arbitration and declaratory judgment 

action in the Eastern District of Washington for FAMIC and FCIA relating 

to the 2003 claim] testified about a 1.75 hour conference call on May 12, 

2005 between lawyers for FCIA and FCIC/RMA. App. 1 at 219, 229. 

Mr. Raekes discussed a handwritten record of the meeting, submitted here 

at App. 1, pp. 91-94, which had been produced in discovery in the 

criminal trial and filed therein attached to the defendants’ pre-trial 

memorandum (Case No. 11-cr-06001, ECF No. 184). App. 1 at 231-35. 

These notes show that those attorneys discussed all the pending, disputed 

claims of later co-defendants, Olsen Ag, and Gordon Brothers, including 

the POCO 2003 AGR claim, which, the notes confirm, RMA had 

requested FCIA not to pay, and as to which RMA’s attorney Michael 

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Hand suggested that they “get letter from OIG to stop payment.” App. 

192-93. 

* * * 

When RMA’s lawyer and FCIA’s lawyer discussed going to OIG about 

POCO’s insurance claim, they were gearing up to pursue POCO through 

prosecution. Mr. Raekes expressly confirmed that they did discuss the 

2003 AGR claim at that meeting, App. 1 at 232, and further confirmed that 

there were follow up discussions with the “criminal component” of the 

Department of Justice about the 2003 AGR claim. App. 1 at 240-41, 

262:8-13. 

POCO’s Reply in Support of Motion for Partial Summary Judgment.

21. Despite POCO’s arguments, the district court granted FCIA’s motions for 

summary judgment, and simultaneously denied the motion for partial summary judgment filed 

by POCO. FCIA then filed a motion for attorneys’ fees on April 8, 2016, citing language in the 

Mutual Release that requires the court to award attorney’s fees to FCIA as the prevailing party in 

this suit. The court granted FCIA’s motion, awarding $282,151.50 in attorney’s fees and costs, 

$805 for statutory costs, and $5,434.85 for necessary expenses.

Ninth Circuit Affirmance of Judgment In The POCO 2014 Action 

22. POCO continued its same assault in the Ninth Circuit, asserting that the criminal 

prosecution which formed the basis of that appeal related back to the handling of the 2003 crop 

loss by FCIA, in its capacity as MGA of FAMIC. In its Opening Brief (Docket 14) in the Ninth 

Circuit, POCO charged: 

Consistent with POCO’s briefs, Counsel [for POCO] responded [to

questions by the District Court below] that among other things, FCIA had 

clearly acted as the Department [of Justice]’s agent, and at the very least 

was materially misleading and deceptive in representing that it was 

authorized by RMA to settle and release claims, while failing to disclose 

to POCO the material fact that criminal charges were being actively 

investigated and the settlement was little more than a ruse to entrap 

POCO. ER 801, 803-04. [Had] POCO been armed with that knowledge, 

he argued, POCO would have had a fair opportunity to demand direct 

involvement of the Government in the settlement process and assurance 

that no criminal charges were pending, or alternatively to proceed with 

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litigation and get a preclusive order from this court establishing that it had 

a right to recover on its insurance claims. ER 798, 813-816. 

Docket at 14, page 12-13 of 24. 

23. The Ninth Circuit affirmed on October 23, 2017. 

24. Defense counsel Sanders & Associates LPA timely presented an application to 

recover the additional attorneys’ fees and costs incurred in defending against the Ninth Circuit 

appeal, which application remains pending. 

Communications With FAMIC While POCO 2014 Action Pending 

25. In addition to FCIA providing timely notice of the POCO 2014 action to FAMIC, 

which acknowledged receipt on September 17, 2014, there were many communications between 

Great American, defense counsel Sanders & Associates LPA, and FAMIC during the pendency 

of the POCO 2014 action, including: 

• On September 17, 2014, FAMIC asked Great American for the potential risk in 

this case so that FAMIC “can nail down an amount and the likely outcome.” 

• On October 6, 2014, FAMIC instructed Great American to pay defense counsel 

Sanders & Associates LPA directly and then bill FAMIC. 

• On July 9, 2015, FAMIC asked defense counsel Sanders & Associates LPA for a 

cost estimate for the matter going forward. 

• On February 2, 2016, FAMIC contacted defense counsel for a status update. 

There were several follow-up communications over the next several weeks 

regarding issues pertinent to the defense. Included in those communications was 

a statement by defense counsel: “However, Great American is also conscious of 

the fact that Farmers Alliance is ultimately responsible for the cost of the matter,” 

to which FAMIC did not express disagreement. On April 8, 2016, FAMIC 

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confirmed to defense counsel that “Farmers Alliance agrees with your decision to 

file the motion for fees and costs and agrees with the decision not to seek 

sanctions.” 

• On August 23, 2017, Great American sent an email to FAMIC, stating: “I hope 

all is well. We have a significant number of invoices associated with the Polo 

[sic], LLC case that Great American has paid on behalf of FAMI. I sent an e-mail 

near the end of 2015 and did not receive a response. [¶] Should I send the billing, 

along with copies of unpaid invoices, to you or is there someone else to contact?” 

FAMIC responded the same day: “Mike, Please send me the invoices. Hope all 

is well. Thanks Paul.” 

26. Great American has demanded that FAMIC promptly reimburse Great American 

$560,206.86, plus applicable interest. The amount of $560,206.86 represents (1) the attorneys’ 

fees and costs incurred to date in defending FCIA, in the POCO 2014 action and (2) the 25% 

operating charge called for in the Transition Services Agreement. 

27. Great American has also demanded that FAMIC agree to promptly reimburse 

Great American for any additional attorneys’ fees and costs that may be incurred in the future in 

defending FCIA in the POCO 2014 action, plus any additional operating charge. 

28. As stated above, the district court in the POCO 2014 action awarded attorneys’ 

fees and costs to FCIA in the amount of $288,391.35, and counsel for FCIA has timely moved 

the Ninth Circuit to award attorneys’ fees and costs necessitated by the appeal. Great American 

has offered, in the event any amount, net of attorneys’ fees and costs incurred to collect, is 

recovered by Great American after FAMIC makes the reimbursement required, to ensure that 

these funds are paid over to FAMIC. 

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FIRST CAUSE OF ACTION – BREACH OF CONTRACT 

29. Great American realleges, as if fully restated herein, each of the preceding 

paragraphs. 

30. Great American has performed all of its obligations under the Transition Services 

Agreement. 

31. Under the Transition Services Agreement, FAMIC is obligated to reimburse Great 

American for all the fees and expenses incurred or to be incurred in the defense of the POCO 

2014 action, as well as for the 25% operating charge, for at least the following reasons: 

• The 2003 crop loss insurance claim which settled in November 2005, as 

memorialized in the Mutual Release releasing both FCIA and FAMIC, was a 

claim which arose out of Prior Business as defined in the Transition Services 

Agreement. 

• The 2003 crop insurance claim was presented to FAMIC in 2004, before the 

Stock Purchase Agreement and the Transition Services Agreement were even 

contemplated, much less executed. 

• The settlement resolved a claim under a policy issued by FAMIC, which FAMIC 

was required to fund, subject to recovery from the Federal Crop Insurance 

Corporation. 

• FAMIC itself is a party to the Mutual Release, the document which memorialized 

the settlement of the claim. 

• All of the proceedings, culminating in the POCO 2014 action, were directly 

related to the adjustment and ultimate settlement of the 2003 crop loss claim. 

POCO sued FCIA based on alleged representations made in the Mutual Release. 

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FAMIC itself was a party to the Mutual Release. FAMIC issued the policies 

which formed the basis of the underlying claim in 2003. FAMIC was obligated to 

pay the underlying claim. FAMIC’s funds were used to settle the claim. The 

Mutual Release is part and parcel of handling the Prior Business as defined in the 

Transition Services Agreement. 

• The criminal proceeding which followed the settlement of the 2003 crop claim for 

$1,400,000 related directly to the handling of the 2003 crop claim. The POCO

2014 action, which complained about the criminal proceeding, related directly 

back to the 2003 crop claim. POCO took the position in the POCO 2014 action 

that FAMIC, FCIA, and the appointed defense counsel were aware of the 

potential criminal action even while negotiating the settlement of the 2003 crop 

claim. In the absence of the 2003 claim under FAMIC’s policy, the Mutual 

Release would not have been entered into in the first place, and none of the 

subsequent litigation would have ensued. Although the arbitration and 

subsequent lawsuits spanned more than a decade, all of the matters are 

inextricably connected to the original 2003 crop claim. 

• When the POCO 2014 action was filed, Great American gave notice to FAMIC 

immediately. While the POCO 2014 action was pending, Great American and 

defense counsel, Sanders & Associates LPA, kept FAMIC informed of 

developments. 

• The Transition Services Agreement requires Great American to service Prior 

Business “in the same manner as comparable business was serviced by FAMIC in 

the ordinary course of FAMIC’s business prior to the Effective Date . . . and in 

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compliance with applicable law.” Transition Services Agreement ¶ 2. Prior to 

the Effective Date, FAMIC defended all lawsuits relating in any way to claims 

presented under insurance policies it had issued. Therefore, paragraph 2 of the 

Transition Services Agreement makes it clear that Great American was obligated 

to defend the POCO 2014 action. Since the criminal proceeding and the POCO

2014 action flowed directly from the 2003 crop loss claim, paragraph 2 of the 

Transition Services Agreement shows that Great American was obligated to 

defend the POCO 2014 action relating to Prior Business. 

• Similar provisions are contained in paragraph 3 of the Transition Services 

Agreement, including that Great American was to provide complete handling of 

all loss adjustments, investigations, compliance issues, and settlements of reported 

claims in accordance with applicable laws; Great American was to engage the 

services of persons or firms outside of its organization to work in connection with 

the investigations and adjustment of claims and to incur other Allocated Loss 

Adjustment Expense; and Great American was to promptly provide FAMIC with 

copies of any inquiry, complaint, or request received from, among others, a 

claimant, “relating to a claim under Prior Business serviced under this Transition 

Services Agreement, consulting as necessary with FAMIC to prepare a response.” 

Great American complied with all of these provisions of the Transition Services 

Agreement. 

• Paragraph 4 of the Transition Services Agreement requires FAMIC to promptly 

pay for all adjustments and settlements of claims relating to Prior Business and all 

costs and expenses incurred by Great American in connection therewith. 

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• In addition, paragraph 5 of the Transition Services Agreement calls for an 

operating charge of 25% of the total costs and expenses to be paid by FAMIC to 

Great American. 

• The course of dealing between FAMIC and Great American during the pendency 

of the POCO 2014 action reveals that FAMIC was well aware of its duty to 

reimburse Great American under the Transition Services Agreement. 

32. FAMIC has breached the terms and conditions of the Transition Services 

Agreement by not reimbursing Great American all the fees and expenses incurred in the defense 

of the POCO 2014 action or the operating charge. 

33. FAMIC has disregarded the course of dealing between the parties by not 

reimbursing Great American for all the fees and expenses incurred in the defense of the POCO 

2014 action or the operating charge. 

34. By reason of FAMIC’s breach of express duties under the Transition Services 

Agreement and those acknowledged by the course of dealing, Great American has incurred fees 

and expenses in the defense of the POCO 2014 action, and the operating charge. Great American 

is entitled to money damages in an amount according to proof. 

SECOND CAUSE OF ACTION – PROMISSORY ESTOPPEL 

35. Great American realleges, as if fully restated herein, each of the preceding 

paragraphs.

36. Great American has incurred and will incur fees and expenses in the defense of 

the POCO 2014 action. 

37. As set forth in paragraph 25 above, during the pendency of the POCO 2014 

action, Great American caused FAMIC to be kept informed of developments. On several 

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occasions during the pendency of the POCO 2014 action, FAMIC acknowledged its obligation to 

reimburse Great American for all the fees and expenses incurred in the defense of the POCO 

2014 action. 

38. FAMIC made a promise to Great American that was clear and unambiguous in its 

terms, Great American relied on the promise, the reliance was reasonable and foreseeable, and 

Great American was injured by the reliance. 

39. By virtue of the foregoing, FAMIC is estopped to deny that it is obligated to 

reimburse Great American for all fees and expenses incurred or to be incurred in the defense of 

the POCO 2014 action. Great American is entitled to money damages in the amount according 

to proof. 

THIRD CAUSE OF ACTION – UNJUST ENRICHMENT 

40. Great American realleges, as if fully restated herein, each of the preceding 

paragraphs.

41. Great American has incurred and will incur fees and expenses in the defense of 

the POCO 2014 action. 

42. Great American conferred a benefit upon FAMIC, FAMIC had knowledge of the 

benefit, and FAMIC retained the benefit under circumstances in which it would be unjust to do 

so without payment to Great American. 

43. Inasmuch as the fees and expenses incurred in the defense of the POCO 2014 

action were for the benefit of FAMIC, since the claims at issue all arose from the original 

handling of the 2003 crop loss, FAMIC would be unjustly enriched unless it were required to 

reimburse Great American for all fees and expenses incurred or to be incurred in the defense of 

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the POCO 2014 action. Great American is entitled to money damages in an amount according to 

proof. 

FOURTH CAUSE OF ACTION – EQUITABLE INDEMNITY 

44. Great American realleges, as if fully restated herein, each of the preceding 

paragraphs.

45. FAMIC has an equitable obligation to indemnify Great American because all fees 

and expenses incurred by Great American in the defense of the POCO 2014 action were due to 

the acts, omissions, or failure of FAMIC, which was responsible for the alleged damages at issue 

in the POCO 2014 action. Great American, therefore, is entitled to equitable indemnity for all 

fees and expenses incurred or to be incurred in the defense of the POCO 2014 action. Great 

American is entitled to indemnity in an amount according to proof. 

FIFTH CAUSE OF ACTION – QUANTUM MERUIT 

46. Great American realleges, as if fully stated herein, each of the preceding 

paragraphs. 

47. Great American has caused legal services to be performed and has incurred and 

will incur fees and expenses for the benefit of FAMIC in the defense of the POCO 2014 action 

with FAMIC’s knowledge and at its direct or tacit request. 

48. FAMIC promised to pay Great American the reasonable value for the legal 

services to be performed and the fees and expenses to be incurred in the defense of the POCO

2014 action. 

49. Great American has requested payment from FAMIC for the reasonable value of 

the legal services which Great American paid for and the reasonable value of the fees and 

expenses it has incurred in the defense of the POCO 2014 action. However, FAMIC has refused, 

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and continues to refuse, to pay Great American for the services rendered and fees and expenses 

incurred. 

50. As a direct and proximate result of FAMIC’s failure to pay for the legal services 

and fees and expenses incurred or to be incurred, Great American has suffered money damages 

in an amount according to proof. 

RELIEF REQUESTED 

1. Great American incorporates herein by reference, as if fully restated herein, each of 

the preceding paragraphs; 

2. On the first cause of action, by reason of FAMIC’s breach of express duties under 

the Transition Services Agreement and those acknowledged by the course of dealing, an award of 

money damages in the full amount of fees and expenses incurred or to be incurred in the future by 

Great American in the defense of the POCO 2014 action, and the operating charge; 

3. On the second cause of action, under the doctrine of promissory estoppel, an award 

of money damages in the full amount of fees and expenses incurred or to be incurred in the future 

by Great American in the defense of the POCO 2014 action, and the operating charge; 

4. On the third cause of action, under the doctrine of unjust enrichment, for 

reimbursement by FAMIC for all fees and expenses incurred or to be incurred in the future by 

Great American in the defense of the POCO 2014 action; 

5. On the fourth cause of action, for equitable indemnity by FAMIC for all fees and 

expenses incurred or to be incurred in the future by Great American in the defense of the POCO

2014 action; 

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6. On the fifth cause of action, an award in quantum meruit for all fees and expenses 

incurred or to be incurred in the future by Great American in the defense of the POCO 2014 

action; 

7. For an award to Great American of its costs incurred herein; and 

8. For such other and further relief as the Court deems just and proper. 

Date: January 4, 2018 Respectfully submitted, 

 /s/ Rachael A. Rowe 

 Rachael A. Rowe, Trial Attorney 

 Ohio Bar No. 0066823 

 Darcy A. Watt 

 Ohio Bar No. 0092777 

 KEATING MUETHING & KLEKAMP PLL 

 One East Fourth Street 

 Suite 1400 

 Cincinnati, OH 45202 

 Tel: (513) 579-6486 

 Fax: (513) 579-6457 

 E-mail: rrowe@kmklaw.com

 E-mail: dwatt@kmklaw.com 

 Attorneys for Plaintiff 

 GREAT AMERICAN INSURANCE COMPANY 

 

Case: 1:18-cv-00008-MRB Doc #: 1 Filed: 01/04/18 Page: 18 of 19 PAGEID #: 18
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DEMAND FOR JURY TRIAL 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff Great American 

Insurance Company hereby demands a jury trial on all issues so triable. 

Date: January 4, 2018 Respectfully submitted, 

 /s/ Rachael A. Rowe 

 Rachael A. Rowe, Trial Attorney 

 Ohio Bar No. 0066823 

 Darcy A. Watt 

 Ohio Bar No. 0092777 

 KEATING MUETHING & KLEKAMP PLL 

 One East Fourth Street 

 Suite 1400 

 Cincinnati, OH 45202 

 Tel: (513) 579-6486 

 Fax: (513) 579-6457 

 E-mail: rrowe@kmklaw.com

 E-mail: dwatt@kmklaw.com 

 Attorneys for Plaintiff 

 GREAT AMERICAN INSURANCE COMPANY 

 

8085226.1 

Case: 1:18-cv-00008-MRB Doc #: 1 Filed: 01/04/18 Page: 19 of 19 PAGEID #: 19