*

Daniel M. Friedman, Circuit Judge of the United States Court of

Appeals for the Federal Circuit, sitting by designation.

1

RECOMMENDED FOR FULL-TEXT PUBLICATION

Pursuant to Sixth Circuit Rule 206

ELECTRONIC CITATION: 2004 FED App. 0128P (6th Cir.)

File Name: 04a0128p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

_________________

TOLEDO-LUCAS COUNTY

PORT AUTHORITY; COREGIS

INSURANCE CO.,

Plaintiffs-Appellants,

v.

AXA MARINE & AVIATION

INSURANCE (UK), LTD., et al.,

Defendants-Appellees.

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No. 02-4120

Appeal from the United States District Court

for the Northern District of Ohio at Toledo.

No. 99-07320—James G. Carr, District Judge.

Argued: March 11, 2004

Decided and Filed: May 6, 2004 

Before: MOORE, SUTTON, and FRIEDMAN, Circuit

Judges.*

2 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

_________________

COUNSEL

ARGUED: Steven R. Smith, CONNELLY, JACKSON &

COLLIER, Toledo, Ohio, M. Charles Collins, EASTMAN &

SMITH LTD., Toledo, Ohio, for Appellants. Jack C. Hsu,

CHRISTENSEN & EHRET, Chicago, Illinois, Stephen D.

Hartman, KERGER & KERGER, Toledo, Ohio, for

Appellees. ON BRIEF: Steven R. Smith, Janine Thompson

Avila, Tammy Geiger Lavalette, CONNELLY, JACKSON &

COLLIER, Toledo, Ohio, M. Charles Collins, Robert J.

Gilmer, Jr., EASTMAN & SMITH LTD., Toledo, Ohio, for

Appellants. Jack C. Hsu, Kirsten R. Waack, CHRISTENSEN

& EHRET, Chicago, Illinois, Stephen D. Hartman, Richard

M. Kerger, KERGER & KERGER, Toledo, Ohio, Mark E.

Christensen, CHRISTENSEN & EHRET, Chicago, Illinois,

for Appellees.

_________________

OPINION

_________________

SUTTON, Circuit Judge. At issue in this insurancecoverage dispute is the scope of a “Ports Liability Policy” (the

“Policy”) that the Toledo-Lucas County Port Authority

purchased from a group of insurance companies in 1994. The

Policy covers, among other things, “Public Officials

Liability,” which is defined as “any actual or alleged act,

error, . . . omission and/or breach of duty by an officer and/or

. . . employee [of the Port Authority] . . . in the discharge of

his/her duties . . . and claimed against him/her solely by

reason of his/her capacity as such with [the Port Authority].”

This appeal presents two questions about the scope of the

provision: (1) whether the Public Officials Liability portion

of the policy covers the Port Authority as well as Port

Authority officials and employees, and (2) if so, whether a
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

3

formal claim or demand must be made against an individual

official or employee in order for the Port Authority to invoke

the coverage. The better reading of the Policy, in our view,

is that it covers the Port Authority as well as Port Authority

officers and employees and that a formal demand or claim

against an individual official is not a condition of coverage.

Because the district court held otherwise and granted

summary judgment in favor of the defendant insurance

companies on this basis, we reverse the judgment below and

remand the case for further proceedings consistent with this

opinion.

I.

 A.

The Toledo County Port Authority is a public entity

organized under Ohio law. See Ohio Rev. Code Ann.

§ 4582.01 et seq. In 1994, the Port Authority purchased a

“Ports Liability Policy” from the London Companies—a

group of 12 insurance companies located in several foreign

countries. The Policy identifies the following as the insured

parties:

ASSURED: Toledo-Lucas County Port Authority and as

per Endorsement No.1.

JA 948. Endorsement No.1 in turn states:

It is hereby understood and agreed that the Named

Assured shall read:

TOLEDO-LUCAS COUNTY PORT AUTHORITY

AND ANY SUBSIDIARY, ASSOCIATED,

AFFILIATED COMPANIES OR OWNED AND

CONTROLLED COMPANIES, THEIR DULY

ELECTED AND APPOINTED OFFICIALS,

COMMISSIONERS, OFFICERS, EMPLOYEES AND

4 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

VOLUNTEERS WHILE WORKING FOR AND ON

BEHALF OF THE PORT.

All other terms and conditions remain unchanged.

JA 947. The Certificate of Insurance similarly says that the

Policy is “[i]n favor of [the] Toledo-Lucas County Port

Authority and as per Endorsement No. 1.” JA 946.

The Policy also includes a form definition of “Assured,”

which provides that “[t]he unqualified word ‘Assured’”

means:

(a) The Named Assured and/or subsidiary, associated,

affiliated companies or owned and controlled companies,

their duly elected and appointed officials,

commissioners, officers, employeesand volunteers while

working for and on behalf of the Port, as now or hereafter

constituted . . . 

(b) any officer, director, commissioner, stockholder,

partner or employee of the Named Assured, while acting

in his capacity as such . . . .

JA 951–52.

Given an effective date of May 22, 1994 through May 22,

1995, the Policy provides (1) occurrence-based coverage for

bodily injury, personal injury, property damage, advertising

liability and additional expenses and (2) claims-made

coverage for public officials liability. Occurrence-based

coverage applies when “a negligent or omitted act occurred

during the period of the policy, whatever the date of claim

against the insured,” while claims-made coverage applies

when “a negligent or omitted act is discovered and brought to

the attention of the insurance company during the period of

the policy, no matter when the act occurred.” 1 Lee R. Russ

& Thomas F. Segalla, Couch on Insurance § 1:5 (3d ed.
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

5

2003); see St. Paul Fire & Marine Ins. Co. v. Barry, 438 U.S.

531, 535 n.3 (1978).

The core promise of the Policy states:

I. INSURING AGREEMENTS:

1. COVERAGE

In the event of an occurrence happening during the

annual period of this policy but, in respect of Public

Officials Liability in the event that notice of an

occurrence is first made in writing by and/or against the

Assured and received by Underwriters or Underwriters’

representatives set forth in Item 4 of the Declarations

during the annual period of this policy, Underwriters will

pay on behalf of the Assured for that amount of Ultimate

Net Loss which the Assured shall be obligated to pay by

reason of the liability:

(a) Imposed upon the Assured by law, including all

Protection and Indemnity risks of whatsoever

nature . . . 

for damages on account of:

(i) Bodily Injury

(ii) Personal Injury

(iii) Property Damage

(iv) Advertising Liability

(v) Public Officials Liability

(vi) Additional Expenses

6 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

caused by or arising out of any occurrence at any of the

Assured’s premises, and/or by operations and/or

activities anywhere in the world.

JA 950 (emphasis added).

 After stating the insurance companies’ promise to “pay on

behalf of the Assured . . . for damages on account of . . .

Public Officials Liability,” the Policy specifically defines

“Public Officials Liability”:

6. PUBLIC OFFICIALS LIABILITY

The words “Public Officials Liability”, wherever used

herein, shall mean any actual or alleged act, error, misstatement, neglect, omission and/or breach of duty

(including, but not limited to, misfeasance, malfeasance

and/or non-feasance) by an officer and/or commissioner

and/or employee and/or committee member in the

discharge of his/her duties as such and claimed against

him/her solely by reason of his/her capacity as such with

a port or harbor commission named herein.

Notwithstanding when the actual or alleged event giving

rise to a claim under this section of the policy may have

or be deemed to have occurred, Underwriters shall only

be liable for a claim of which the/an Assured first

receives, within the term specified in this policy, written

notice from any party intending to hold the/an Assured

responsible for any wrongful act as enumerated above.

JA 953.

In view of the Policy’s $3 million limit, the Port Authority

purchased additional insurance. The first excess policy was

issued by a group of insurance companies (the “Navigators

Group”) composed of Navigators Insurance Company, The

Reinsurance Company of New York, Christiana General

Insurance Corporation of New York, Colonia Insurance
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

7

Company, Employers Mutual Casualty Company and

Farmers Mutual Hail Insurance Company of Iowa. The

second excess policy was issued by Coregis Insurance

Company.

B.

Between 1993 and 1998, several lawsuits were filed against

the Port Authority concerning the operation of the Toledo

Express Airport—more specifically, concerning the noise

created by Burlington Air Express’s flights in and out of the

airport. The first of these lawsuits was filed in June 1993 by

Joseph and Winifred Kagy and several other citizens of

Fulton County, Ohio. The Kagy plaintiffs claimed nuisance,

inverse condemnation and violations of equal protection by

the Port Authority, but did not allege any specific wrongful

acts by Port Authority employees and did not name any Port

Authority employees as defendants.

On July 20, 1994, Richard and Jane McQuade filed a

second lawsuit, which did name individual Port Authority

employees as well as the Port Authority itself as defendants.

The complaint alleged that the named employees (and other

unnamed employees) of the Port Authority committed fraud

and other wrongful acts in enticing Burlington Air Express to

establish a hub at the Toledo Express Airport. The complaint

further alleged that the Port Authority employees acted at all

times as agents of the Port Authority, that the Port Authority

acted by and through its employees, and that the Port

Authority was liable for the intentional, reckless and/or

negligent acts of its employees.

Within days of the filing of the McQuade lawsuit, the Port

Authority notified the London Companies of the suit and

asked the London Companies to determine whether the suit

was covered by the Policy, including its provision for Public

Officials Liability coverage. The London Companies

withheld coverage, asserting that the Policy did not cover

8 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

liability arising from “airport activities.” All parties now

agree that the stated reason for withholding coverage was

incorrect and that Public Officials Liability coverage under

the Policy does include airport activities.

Numerous other lawsuits followed, all containing similar

allegations against the Port Authority and many of its

individual employees. After McQuade, even the Kagy

plaintiffs amended their complaint to include allegations and

claims against individual Port Authority employees as well as

the Port Authority itself.

By February 8, 1996, however, all of the claims against the

individual Port Authority employees had been dismissed for

failure to state a claim, leaving only the claims against the

Port Authority. In September 1999, faced with an imminent

state-court jury trial on the issue of damages to the property

owners, the Port Authority settled the remaining claims for

$4.6 million.

While this settlement ended the noise-related litigation

against the Port Authority, it did not end the coverage dispute

between the Port Authority and its insurers. Without

admitting liability, the London Companies paid the Port

Authority’s attorney’s fees and defense costs for the period

during which claims were pending against individual

employees, but refused to pay for anything after the claims

against the individual employees had been dismissed in

February 1996, including any of the $4.6 million settlement.

The excess insurance providers, the Navigators Group and

Coregis, followed suit, refusing to provide coverage under

their policies.
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

9

C.

On May 21, 1999, the Port Authority filed this state-law

diversity lawsuit against the London Companies, Navigators

and Coregis, claiming that the companies had reneged on

their insurance obligations. As this is a suit between citizens

of different States and countries—the Port Authority is an

Ohio public entity, Coregis is an Indiana corporation with its

principal place of business in Illinois, the London Companies

are organized and headquartered in foreign countries and the

Navigators Group is composed of companies organized and

having principal places of business in New York, California

and Iowa—diversity jurisdiction exists under 28 U.S.C.

§ 1332. After the filing of this lawsuit, Coregis agreed to

provide coverage and paid $3.45 million of the cost of the

settlement. After providing this coverage, Coregis realigned

itself as a co-plaintiff in the case, then claimed that

Navigators was responsible for the entire amount paid by

Coregis. The Port Authority and Coregis eventually amended

their joint complaint to add a claim of bad faith denial of

coverage. Both sides moved for summary judgment.

On May 9, 2001, the district court granted summary

judgment in favor of the London Companies and Navigators.

In the district court’s view, the Public Officials Liability

provision applies only to claims against individual

employees, not to claims against the Port Authority as an

entity. Toledo-Lucas County Port Authority v. Axa Marine &

Aviation Ins., 147 F. Supp. 2d 849, 852 (N.D. Ohio 2001)

(“[O]f the enumerated ‘Assureds’, only individual persons

receive coverage for acts under [the Public Officials Liability]

portion of the policy.”). Acknowledging that under Ohio law

ambiguous provisions of an insurance policy drafted by the

insurer must be construed in favor of the insured, the court

held that the terms of the Policy were clear and unambiguous.

“The language requires two things,” the district court

reasoned: “first, a[] [wrongful] act by one or some individuals

. . . , and second, a claim against those individuals by reason

10 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

of their capacity as a port or harbor officer, commissioner,

employee, or committee member.” Id. “By specifying that an

act be carried out by an individual, and that a claimant make

a demand of that individual,” the court continued, the term

“‘Assured’” under the Public Officials Liability coverage

“refers to any of the enumerated assureds who are individuals

rather than entities.” Id. at 853.

Bolstering this interpretation, the district court explained,

is the Policy’s form definition of the term “Assured,” which

includes “[t]he Named Assured and/or” a number of other

parties. Id. The court concluded that “the term ‘Assured’

cannot always be properly substituted by ‘Port Authority’, as

the word ‘or’ conveys.” Id. Lastly, “[b]ecause . . . the

London Companies’ public officials coverage is not invoked

in this case,” the court reasoned that “there can be no excess

public officials liability under the Navigators’ policy.” Id.

In a separate order, the district court granted summary

judgment to the London Companies and Navigators on the

bad-faith claims, reasoning that without the possibility of

coverage in the first instance, Ohio law recognizes no claim

for bad faith denial of coverage. The court entered a final

judgment in favor of the defendants.

Plaintiffs timely appealed the district court’s judgment,

which we review de novo. See Henry v. Wausau Bus. Ins.

Co., 351 F.3d 710, 713 (6th Cir. 2003).

II.

The parties agree that Ohio law governs this dispute. When

the “terms of an insurance policy are clear and unambiguous,”

Ohio law requires a court to “appl[y] [them] to the facts

without engaging in any construction.” Ledyard v. AutoOwners Mut. Ins. Co., 739 N.E.2d 1, 3 (Ohio Ct. App. 2000)

(citation and quotation omitted). Conversely, when the

insurer has drafted the contract and the “provisions of a
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

11

contract of insurance are reasonably susceptible of more than

one interpretation,” a court must “construe[] [the terms]

strictly against the insurer and liberally in favor of the

insured.” King v. Nationwide Ins. Co., 519 N.E.2d 1380,

1383 (Ohio 1988).

With these canons of construction in mind we must address

two questions in this case: (1) whether the Public Officials

Liability portion of the Policy covers the Port Authority in

addition to Port Authority officials; and (2) if so, whether a

formal claim or demand must have been made against an

individual official or employee in order for the Port Authority

to obtain coverage.

A.

The first question lends itself to a relatively straightforward

analysis. The Policy’s core promise is made by the insurer to

“the Assured.” The insurer promises to “pay on behalf of the

Assured” for net losses “which the Assured shall be obligated

to pay by reason of the liability [] imposed upon the Assured

. . . for damages on account of . . . Public Officials Liability.”

JA 950. “Public Officials Liability” coverage, then, covers

not just “Public Officials,” but any “Assured” who has to pay

damages on account of Public Officials Liability.

One such “Assured” under the Policy is the Port Authority.

The Certificate of Insurance says so; Policy Page 1 says so;

and the generic definition of “Assured” contained in the

Policy says so. As such, the Port Authority enjoys Public

Officials Liability coverage.

Attempting to counterthis analysis, the defendant insurance

companies point out that the language “and/or” in clause (a)

of the generic definition of “Assured” indicates that the term

has different meanings depending on the context in which it

is used. Sometimes the term refers to the “Named Insured”

(the Port Authority), and sometimes it refers to the other

12 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

parties listed in clause (a)—namely, the Port Authority’s

“subsidiary, associated, affiliated companies or owned and

controlled companies, their duly elected and appointed

officials, commissioners, officers, employees and volunteers

while working for and on behalf of the Port.” JA 947. When

it comes to Public Officials Liability, they argue, the term

“Assured” refers only to Port Authority employees and

officials.

This argument, however, ignores several more telling clues

to the contract’s meaning. First and foremost, it ignores the

more specific language inserted in the Certificate of

Insurance, in Policy Page 1 and in Endorsement No. 1, all of

which identify the Port Authority as an “Assured” without

limitation. Ohio law makes it clear that if two contract

provisions are inconsistent, the specific, typed portion of a

contract will prevail over the generic, form portion. See

Malcuit v. Equity Oil & Gas Funds, Inc., 610 N.E.2d 1044,

1046 (Ohio Ct. App. 1992).

Second, the defendants’ position ignores clause (b) of the

generic definition of “Assured,” which specifically identifies

“any officer, director, commissioner, stockholder, partner or

employee of the Named Assured, while acting in his capacity

as such,” as an “Assured.” JA 952. The identification of

employees of the Port Authority in clause (b) indicates that

the “employees” referred to in clause (a)—the clause to which

the “and/or” language applies—are employees of “subsidiary,

associated, affiliated companies.” So while the disjunctive

“or” (or, more precisely, “and/or”) is used within clause (a),

the Policy does not say whether clauses (a), (b) and the others

are disjunctive or conjunctive as they relate to each other. In

the absence of an “and” or an “or,” or even an “and/or”

between any of the clauses, the use of the word

“includes”—as in, “[t]he unqualified word ‘Assured’,

wherever used in [the] Policy, Includes” the parties identified

in clauses (a) through (d), JA 951–52—suggests that we

should read the clauses conjunctively. Doing so, the Port
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

13

Authority (identified in clause (a)) and its employees

(identified in clause (b)) are each an “Assured” for purposes

of Public Officials Liability coverage.

This reading of the policy not only accords with its terms

and the pertinent rules of construction but it also accords with

common sense. It is hard to imagine the Port Authority

deciding to purchase coverage for its employees but not for

itself in this setting, and indeed the defendant insurance

companies have offered no reason why a governmental entity

would purchase such a policy. Because state law generally

immunizes governmental employees acting within the scope

of their employment from liability for damages, the only

function of public officials liability coverage in most cases

will be to insure the governmental entity itself. Compare

Ohio Rev. Code Ann. § 2744.03(A)(6) (immunity for

employees of political subdivisions), with id. § 2744.02(B)

(liability of political subdivision for damages caused by the

wrongful acts of its employees). Cf. City of Sterling Heights

v. United Nat’l Ins. Co., No. 03-72773, 2004 WL 252091, at

*6–8 (E.D. Mich. Feb. 11, 2004) (holding that insurance

companies had a duty to defend and indemnify the City and

a public official under public officials liability coverage);

Continental Cas. Co. v. County of Chester, 244 F. Supp. 2d

403, 405–06 (E.D. Pa. 2003) (holding that the insurer had a

duty to defend and indemnify the County against civil rights

claims under its public officials liability coverage). 

In the final analysis, had the parties intended the Policy

(oddly enough) to cover employees for Public Officials

Liability, but not the Port Authority itself—an intention

capable of being simply stated—one would expect more

clarity on the point than this Policy provides. Having failed

to provide the requisite clarity, the author of the Policy, the

defendant London Companies, cannot now overcome the

ambiguity-default canon of construction, which requires us to

give the Port Authority the benefit of the doubt and read the

14 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

Policy to cover the Port Authority and its employees for

Public Officials Liability.

B.

The second question is whether the Port Authority may

recover “for damages on account of . . . Public Officials

Liability” only if a claim has also been made against an

individual official. In our view, the Policy in general and the

definition of “Public Officials Liability” in particular do not

provide a natural home for such a limitation, and at all events

the ambiguity of this interpretation precludes us from

construing the Policy in favor of its drafter, the London

Companies.

The Public Officials Liability provision requires an “actual

or alleged” wrongdoing “by an officer [or] . . . employee” “in

the discharge of his/her duties as such” and “claimed against

him/her solely by reason of his/her capacity as such with a

port or harbor commission named herein.” JA 953 (emphasis

added). As an initial matter, the Policy nowhere defines the

term “claimed.” Nor do dictionary definitions resolve the

question. One frequently-used definition (“[t]o demand, ask

for, or take as one’s own”) suggests that the Policy requires

a lawsuit to be filed or a demand for money to be made

against an employee, while the other frequently-used

definition (“[t]o state to be true . . . [or to] assert or maintain”)

suggests that an allegation of wrongdoing by an employee

contained in a lawsuit against the Port Authority alone

suffices to invoke coverage. The Am. Heritage Dictionary of

the English Language 341 (4th ed. 2000).

The context in which the words appear, however,

undermines the defendant insurance companies’ argument.

The phrase “claimed against” modifies “any actual or alleged

act [or] error.” The only definition of “claimed” that makes

sense in this setting is the second one (“[t]o state to be true .

. . [or to] assert or maintain”) because “act[s]” and “error[s]”
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

15

are asserted against employees, not demanded of them.

Indeed, in each of the five instances in which the verb

“claimed” appears in the Policy, the words “alleged,”

“asserted” or “maintained” can be substituted without

noticeably altering the meaning.

Nor, contrary to the defendant insurance companies’

position, does this interpretation render the “claimed against”

language “superfluous.” The provision requires wrongdoing

“claimed against [an employee] solely by reason of his/her

capacity as such.” JA 953 (emphasis added). As the “solely”

language suggests, this provision is designed to preclude

coverage when a plaintiff sues the Port Authority or an

employee for damages caused by an employee who is not

acting solely in an official capacity, which is a perfectly

understandable exclusion and one that gives content to the

“claimed against” language and to the “asserted” against

interpretation of it offered by the Port Authority. Were the

point of this language to exclude coverage when a plaintiff

decides to sue the Port Authority for its employee’s

wrongdoing, one would not expect such a significant

limitation on coverage to be tucked away in a phrase

addressing the capacity in which the employee acts.

Also unavailing is the argument that “of the over twentyfive times that the words ‘claim’ or ‘claims’ appear in the

policy, never are they used as a substitute for ‘alleged’ or

‘assert.’” London Companies’ Br. at 29. In those instances,

the words “claim” and “claims” are used as nouns (e.g.,

requiring that a claim be made by the Port Authority), not as

verbs (e.g., requiring an act or error claimed against an

employee). Had the London Companies used the noun

“claim” instead of the verb “claimed” in this provision, we

quite agree that the definition of Public Officials Liability

might mean what they suggest it means—liability resulting

solely from claims made against an employee. But they did

not use that language.

16 Toledo-Lucas County, et al. v.

Axa Marine, et al.

No. 02-4120

The London Companies also err in suggesting that this

interpretation creates a form of coverage that sweeps so

broadly that it would make the other forms of coverage under

the Policy (e.g., Bodily Injury and Personal Injury)

unnecessary because any allegation against an entity is

inherently one based upon the conduct of its individual

employees. This argument misses the mark because the other

provisions do not contain the limitation that the Public

Officials Liability provision has—namely, wrongdoing

alleged against an employee.

In the end, while we believe this interpretation represents

the better reading of the policy, the best that can be said of the

defendant insurance companies’ contrary arguments is that

they raise an ambiguity on the point. And under those

circumstances, as noted above, Ohio law requires us to apply

the ambiguity-default canon of construction and to give the

Port Authority the benefit of the doubt. Public Officials

Liability coverage, accordingly, does not necessarily require

a claim or demand to be made against an individual

employee; a claim or demand against the Port Authority for

damages on account of an individual employee’s wrongdoing

solely in his or her capacity as a Port Authority employee will

suffice.

III.

The parties have briefed several other issues that the district

court did not have an opportunity to address in view of the

court’s ruling that the Port Authority is not an Assured under

the Policy and that a lawsuit or demand made against an

individual employee is a precondition of coverage. The

district court did not decide whether the statute of limitations

bars any of these claims; whether the Kagy lawsuits provided

notice of a Public Officials Liability claim before the effective

date of the Policy, thus precluding coverage under the Policy;

and whether the Navigators Group owes coverage to the Port

Authority. And what the district court elsewhere did
No. 02-4120 Toledo-Lucas County, et al. v.

Axa Marine, et al.

17

decide—that the defendants were entitled to summary

judgment on the bad-faith claims and that Coregis lacked

standing to bring a bad-faith claim against the London

Companies—was premised on the court’s initial ruling that

the Public Officials Liability portion of the Policy did not

insure the Port Authority. Since we disagree with that

premise and since the district court did not reach the other

issues, we leave it to the district court to address these

questions in the first instance.

IV.

For the foregoing reasons, we reverse the district court’s

judgment and remand the case for further proceedings

consistent with this opinion.