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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF INDIANA 

HAMMOND DIVISION 

DYNASTY INTERNATIONAL LLC and 

BRUCE MICHAEL ABRAHAMSON, 

 Plaintiffs, 

 v. 

LEXINGTON INSURANCE COMPANY 

 Defendant. 

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Case No. 2:15-CV-374 JD 

OPINION AND ORDER 

 This case arises out of an insurance dispute. The Plaintiffs are successors in interest to 

property in Highland, Indiana, which they leased to Chrysler Realty Company LLC (CRC), a 

subsidiary of Chrysler, LLC (Chrysler). Chrysler had an insurance policy that covered that 

property through Defendant Lexington Insurance Company (Lexington). After the property was 

damaged, the Plaintiffs requested reimbursement from Lexington. Lexington declined to pay 

because it concluded that the Plaintiffs were not named as loss payees or insureds under 

Chrysler’s policy. [DE 1]. The Plaintiffs then brought suit and Lexington responded with this 

motion to dismiss. [DE 14]. The parties have now briefed the motion and it is ripe for review. 

[DE 15]; [DE 20-1]; [DE 23]. 

STANDARD OF REVIEW 

In reviewing a motion to dismiss for failure to state a claim upon which relief can be 

granted under Federal Rule of Civil Procedure 12(b)(6), the Court will take the facts alleged by 

the Plaintiffs to be true and draw all reasonable inferences in their favor. A complaint must 

contain only a “short and plain statement of the claim showing that the pleader is entitled to 

relief.” Fed. R. Civ. P. 8(a)(2). However, that statement must contain sufficient factual matter, 
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accepted as true, to state a claim for relief that is plausible on its face. Ashcroft v. Iqbal, 556 

U.S. 662, 678 (2009). Evaluating whether a Plaintiff’s claim is sufficiently plausible to survive a 

motion to dismiss is “a context-specific task that requires the reviewing court to draw on its 

judicial experience and common sense.” McCauley v. City of Chicago, 671 F.3d 611, 616 (7th 

Cir. 2011) (quoting Iqbal, 556 U.S. at 678). 

FACTS 

 Plaintiffs Dynasty International LLC (Dynasty) and Bruce Abrahamson (Abrahamson) 

are successors in interest to property located at 9850 Indianapolis Boulevard in Highland, 

Indiana (the Property). They leased that Property to CRC from October 1, 2007 to September 

30, 2012. The lease agreement required CRC to obtain an insurance policy that named the 

Plaintiffs as insureds and covered the Plaintiffs’ interest in the Property. As is relevant to this 

case, CRC’s parent, Chrysler, procured an insurance policy from the Defendant (policy no. 

004271621) effective from August 3, 2008 to August 3, 2009 (the Policy). The Policy did not 

explicitly name the Plaintiffs as insureds, though provided coverage for “Chrysler LLC and all 

subsidiary, affiliated, associated, or allied companies, corporations, entities, or organizations.” 

[DE 1-5 at 17]. Aon Risk Services Central, Inc., an insurance broker, issued a certificate of 

insurance on December 12, 2008 which named the Plaintiffs as additional insureds. 

Additionally, that certificate stated that: 

This certificate is issued as a matter of information only and confers no rights upon the 

certificate holder. This certificate does not amend, extend or alter the coverage afforded 

by the policies below. [DE 1-6 at 1]. 

The Policy itself provided that: 

Aon may issue certificates of insurance for informational purposes only. Any Additional 

Insured, Loss Payee, Mortgagee, or Lender that the insured wishes to add must be added 

by specific endorsement. [DE 1-5 at 43]. 
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 At some point while the Policy was in effect, the Plaintiffs’ property was damaged. They 

submitted a claim to Lexington, but Lexington rejected it after determining that the Plaintiffs 

were not named as loss payees or insureds under the Policy. The Plaintiffs now claim that 

Lexington has an obligation to compensate them for their loss. Accordingly, they brought this 

suit, which seeks payment of Policy proceeds. 

ANALYSIS 

1. Subject Matter Jurisdiction 

 The Court first addresses its subject matter jurisdiction. The Plaintiffs’ complaint1 fails 

to allege the current citizenship of the members of Plaintiff Dynasty International LLC and thus 

does not adequately allege diversity jurisdiction. Lacking any other apparent basis for subject 

matter jurisdiction, the Court issued a show cause order on May 26, 2016 requiring the Plaintiffs 

to indicate why this matter should not be dismissed. [DE 24]. The Plaintiffs then responded 

with a notice stating that Dynasty International LLC is now known as Dynasty Worldwide LLC, 

whose sole member is Excite Worldwide LLC, whose sole member is Bruce Abrahamson, a 

citizen of Indiana. [DE 25]. Thus, tracing through this network of LLCs yields a single member, 

Bruce Abrahamson, an alleged citizen of Indiana and also the other Plaintiff in this action. That 

makes both Plaintiffs alleged citizens of Indiana. See Mut. Assignment & Indemnification Co. v. 

Lind-Waldock & Co., LLC, 364 F.3d 858, 861 (7th Cir. 2004) (noting that the citizenship of an 

LLC is determined by the citizenship of its members, which may need to be traced through 

multiple layers of business entities). Further, the Plaintiffs allege that Defendant Lexington is 

incorporated in Delaware and has its principal place of business in Massachusetts, which would 

 

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 The operative complaint in this matter remains the Plaintiffs’ first complaint. [DE 1]. The Plaintiffs have since 

filed three proposed amended complaints, but they did not file any of them under Rule 15(a)(1) and the Court has 

not approved the filing of an amended complaint under Rule 15(a)(2). 
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make it a citizen of those states. See 28 U.S.C. § 1332(c)(1).2

 Thus, the Plaintiffs adequately 

allege that no Plaintiff shares a state of citizenship with the Defendant. Further, the Plaintiffs’ 

complaint alleges that more than $75,000 is in dispute. [DE 1 at 2]. The Court accordingly finds 

that the Plaintiffs have adequately alleged diversity jurisdiction and proceeds to the merits of the 

Defendant’s motion to dismiss. 

2. Breach of Contract 

 The Plaintiffs first argue that they are parties to the Policy such that Lexington breached 

the Policy when it refused to compensate them for their loss. They assert that this is so for two 

reasons. First, they say that the certificate of insurance issued by Aon added them to the Policy 

as additional insureds. Second, they contend that they are named insureds under the language of 

the Policy itself. The Court addresses each argument in turn. 

The Certificate of Insurance 

 Generally, “the presentation of [an insurance] certificate alone does not create coverage 

or legal duties.” Am. Family Ins. Co. v. Globe Am. Cas. Co., 774 N.E.2d 932, 939 (Ind. Ct. App. 

2002). Thus, “no additional insured relationship exists where a certificate of insurance has been 

issued identifying an individual or entity as an additional insured without corresponding 

language in the policy or endorsement thereto that would include that individual or entity as an 

additional insured.” 3 Couch on Ins. § 40:31. That is particularly true where, as here, the 

certificate of insurance contains a disclaimer to the effect that it “is issued as matter of 

information only and confers no rights upon the certificate holder” and “does not amend, extend 

 

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 The Court notes that this is not a “direct action.” Direct actions are cases “where a party who suffered damage for 

which the insured is legally responsible brings suit against the insured’s liability insurer without joining the insured 

or first obtaining judgment against the legally responsible party.” Camy v. Triple-S Propiedad, Inc., No. 15 C 2509, 

2015 WL 3856097, at *3 (N.D. Ill. June 19, 2015) (internal quotation marks omitted). In such cases, the federal 

diversity jurisdiction statute provides that an insurer is not only a citizen of the state(s) where it is incorporated and 

has its principal place of business, but it also assumes the citizenship of its insured. 28 U.S.C. § 1332(c)(1). This, 

however, is a first-party denial-of-coverage action that does not fall within the direct action clause. See id. at *3, n. 

3 (collecting cases). 
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or alter the coverage afforded by the policies below.” [DE 1-6]; see also Cincinnati Ins. Co. v. 

Vita Food Products, Inc., 808 F.3d 702, 705 (7th Cir. 2015) (noting that a certificate of insurance 

with similar disclaimer language was “not a contract” but “just information”); Mountain Fuel v. 

Reliance Ins. Co., 933 F.2d 882, 889 (10th Cir. 1991) (“The majority view is that where a 

certificate of insurance . . . expressly indicates it is not to alter the coverage of the underlying 

policy . . . the certificate will not effect a change in the policy.”). 

 The Plaintiffs agree with this general rule. They claim, however, that an exception 

applies such that a certificate of insurance alters the terms of the policy where there is “an 

expression of intent” by the insurer or the insurer’s agent that it do so. [DE 20-1 at 3]. This 

argument suffers from two flaws. 

 First, the Plaintiffs have not alleged an agency relationship between Lexington and Aon. 

Since the certificate of insurance was issued by Aon, Lexington would only be bound by it to the 

extent that Aon was acting as Lexington’s agent and within its scope of authority. See T.R. 

Bulger, Inc. v. Indiana Ins. Co., 901 N.E.2d 1110, 1116-17 (Ind. Ct. App. 2009). The Plaintiffs’ 

failure to include an allegation of agency in their complaint precludes them from arguing that the 

certificate of insurance modified the Policy.3

 See Bridgeview Health Care Ctr., Ltd. v. Clark, 

816 F.3d 935, 938 n. 2 (7th Cir. 2016) (“The plaintiff's agency claim ordinarily must appear on 

the face of the complaint: it is fundamental that a plaintiff must plead and prove in order to 

win.”) (internal quotation marks omitted). While the Plaintiffs now assert that Aon is 

Lexington’s agent, “one cannot amend a complaint in a response to a motion to dismiss.” GE 

Capital Info. Tech. Sols., Inc. v. Campbell Ads LLC, No. 2:11-CV-82 PPS-APR, 2012 WL 

1677957, at *3 (N.D. Ind. May 14, 2012). 

 

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 The Court notes, however, that the Plaintiffs have included agency allegations in their proposed amended 

complaints. 
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 Moreover, even if the Plaintiffs had adequately alleged agency, the above authority 

indicates that a certificate of insurance, without more, is insufficient to amend a policy to add an 

additional insured. The Plaintiffs say this is not so where there is “an expression of intent to 

incorporate the terms of the certificate into the policy.” [DE 20-1 at 3]. But they do not meet the 

terms of their own exception.4

 Beyond the mere fact of the issuance of the certificate itself, they 

allege no such manifestation of intent by Aon or Lexington. The Plaintiffs argue that the 

issuance of the certificate itself suffices, pointing to Sumitomo Marine and Fire Insurance 

Company of America v. Southern Guarantee Insurance Company of Georgia. 337 F. Supp. 2d 

1339 (N.D. Ga. 2004). In that case, the court found that “by issuing [a] Certificate of Insurance 

and naming [a party] as an additional insured, [the defendants’ authorized agent] manifested the 

intent to incorporate the Certificates of Insurance into defendants’ policies.” Id. at 1355. But 

contrary to the Plaintiffs’ assertions, the mere issuance of the certificate cannot be the 

manifestation of intent sufficient to depart from the general rule that an insurance certificate does 

not generally alter the terms of a policy. If that were so, certificates of insurance would always 

modify the policy and the exception would become the rule. Such a conclusion would be 

inconsistent with Indiana law. See Am. Family Ins. Co., 774 N.E.2d at 939 (“ordinarily, the 

presentation of a certificate alone does not create coverage or legal duties”). Accordingly, the 

Court declines to follow Sumitomo.

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 The remaining authority cited by the Plaintiffs is both distinguishable and non-binding. 

In Employers Insurance of Wausau v. U.S. Fire Insurance Company, an unpublished Illinois 

 

4

 Since the Plaintiffs do not allege any viable manifestation of intent by Aon or Lexington to incorporate the terms 

of the certificate into the Policy, the Court need not determine whether a manifestation of intent could ever suffice to 

incorporate the terms of a certificate of insurance into a policy under Indiana law. 

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 The Court further notes that in Sumitomo, the insurance policy did not expressly prohibit adding an additional 

insured. In contrast, the policy at issue here provides that additional insureds can be added by endorsement only and 

that certificates of insurance issued by Aon are strictly for “informational purposes.” 
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opinion, the court found a company to be covered under a policy where it was not named on that 

policy but was named as an additional insured on a certificate of insurance. No. 1-01-3426 (Ill. 

App. 1st Dist. 2002).6 But in that case, the defendant led the party to believe it was an additional 

insured for nearly four years until it later asserted otherwise. Id. Moreover, the policy provided 

that additional insureds were those “person(s) or organization(s) required by written contract to 

be named as additional insured.” Id. While there was no such written agreement, the parties 

agreed that the policyholder had “arranged to have [the alleged additional insured] listed as an 

additional insured under [the policyholder’s] policy with the” insurer. Id. Further, recent Illinois 

authority indicates that a certificate holder cannot rely on a certificate bearing language identical 

to that in this case to establish that it is an additional insured. Midwest Family Mut. Ins. Co. v. 

Walsh Const. Co., No. 1-13-3420 (Ill. App. Ct. 2015) (unpublished) (“This court has interpreted 

certificates of insurance containing this language—that ‘this certificate does not amend, extend 

or alter the coverage afforded by the policies’—and held that the certificate holder cannot rely on 

the certificate in order to establish that it is an additional insured under the policy.”) (citing 

Westfield Ins. Co. v. FCL Builders, Inc., 407 Ill.App.3d 730, 736–37 (Ill. App. Ct. 2011); United 

Stationers Supply Co. v. Zurich American Ins. Co., 386 Ill.App.3d 88, 105 (Ill. App. Ct. 2008)). 

 The Plaintiffs also cite Mountain Fuel, 933 F.2d at 889. There the court recognized the 

usual rule that a certificate of insurance does not ordinarily modify the terms of a policy. It 

found, however, that it was dealing with “an unusual certificate of insurance” that went “beyond 

the mere absence of a disclaimer or deferral to the policy” to state that it did “not amend, extend 

or otherwise alter the terms and conditions of the insurance coverage in the policies identified 

above, except as above set forth.” Id. Accordingly, the Court found that the emphasized 

 

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 This opinion is accessible at Sumitomo Marine and Fire Insurance Company of America v. Southern Guarantee 

Insurance Company of Georgia, No. 1:02-CV-584 dkt. 64, pgs. 393-422 (N.D. Ga. Dec. 19, 2003).
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language indicated an intent to incorporate the terms and conditions of the certificate into the 

underlying insurance contract. The certificate of insurance in this case has no such language. 

 Thus, the Plaintiffs’ argument that the certificate of insurance issued by Aon added them 

as additional insureds is not well taken. The Plaintiffs have not alleged that Aon was 

Lexington’s agent. Further, even if Aon was Lexington’s agent, a certificate of insurance is 

ordinarily not sufficient to modify the terms of an insurance policy. Indeed, even if the Court 

found that Indiana would recognize an exception to that rule where there is an express 

manifestation of intent by the insurer or its agent to incorporate the terms of a certificate of 

insurance into a policy, the Plaintiffs allege no such manifestation of intent here. Finally, the 

authority relied upon by the Plaintiffs is non-binding and largely distinguishable. 

The Policy 

 In addition to alleging that they were added to Chrysler’s policy as additional insureds, 

the Plaintiffs contend that they are covered under the text of the Policy itself. The Policy names 

as the insured: 

Chrysler LLC and all subsidiary, affiliated, associated, or allied companies, corporations, 

entities, or organizations as may now or hereafter be constituted, for which the Insured 

has the responsibility for purchasing insurance and for which coverage is not otherwise 

more specifically provided. 

It is agreed that coverage provided by this policy also applies to the Insured’s interests in 

any partnership, joint venture, joint lease or joint operating agreement unless such interest 

is specifically excluded by endorsement to this policy. [DE 1-5 at 17]. 

 Thus, the policy covers Chrysler, as well as its subsidiary, affiliated, associated and allied 

entities. The Plaintiffs do not, however, allege facts indicating that they have such a relationship 

with Chrysler. Their complaint alleges only that they and CRC were in a landlord-tenant 

relationship. But entering into a commercial leasing relationship with a Chrysler subsidiary 

hardly makes the Plaintiffs a “subsidiary, affiliate, associated, or allied” entity of Chrysler. See 
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Sears, Roebuck & Co. v. Commercial Union Ins. Corp., 982 S.W.2d 151, 155 (Tex. App. 1998) 

(“The phrase ‘subsidiary, affiliated, associated or allied’ contemplates a more intimate 

relationship than that of landlord-tenant”); Travelers Indem. Co. v. United States, 543 F.2d 71, 

76 (9th Cir. 1976) (finding that two entities were not “affiliates” or “associates” despite some 

common ownership and control and mutuality of interest in property); In re Marine Sulphur 

Transp. Corp., 312 F. Supp. 1081, 1103 (S.D.N.Y. 1970) (finding that “a simple and arm’slength” contractual relationship did not make two companies “affiliated and/or associated and/or 

allied.”). As such, the Court finds that the Plaintiffs’ complaint fails to allege that the Plaintiffs 

are encompassed by the Policy’s definition of “insured.” The Plaintiffs have thus not plausibly 

alleged that they were a party to the Policy.7

3. Leave to Amend 

 Finally, the Plaintiffs seek leave to amend their complaint to assert third party beneficiary 

and reformation claims under Federal Rule of Civil Procedure 15(a)(2).8

 A motion to amend a 

complaint, however, must be filed separately, rather than incorporated into a response to a 

motion to dismiss. Pierce v. Illinois Dep’t of Human Servs., 128 F. App’x 534, 537 (7th Cir. 

2005) (“a plaintiff may not amend his or her complaint to state a new claim on appeal or in a 

memorandum opposing dismissal”) (emphasis omitted); Capital Info. Tech. Sols., 2012 WL 

1677957, at *3; N.D. Ind. L.R. 7-1(a). A separate motion to amend is particularly important to 

alleviate confusion in this case, as the Plaintiffs have now attached three proposed amended 

complaints to their filings. Accordingly, the Court declines the Plaintiffs’ request to amend their 

 

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 The Plaintiffs briefly speculate that they may be covered under other “locally admitted” policies issued by 

Lexington. [DE 20-1 at 6]. Neither their complaint nor their proposed amended complaints, however, make any 

allegation with regard to such policies. 

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 For reasons that are unclear, the Plaintiffs sought leave to file an amended complaint under Rule 15(a)(2) rather 

than invoke their ability to file an amended complaint as a matter of course within twenty-one days of service of 

Lexington’s motion to dismiss. Fed. R. Civ. P. 15(a)(1). 
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complaint as procedurally improper. If the Plaintiffs wish to file an amended complaint, they 

may file a separate motion that seeks permission to do so. 

CONCLUSION 

Since the Plaintiffs have not alleged a plausible claim for relief, this matter is 

DISMISSED without prejudice.

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 To the extent that the Plaintiffs believe they may be able to 

state a valid claim for relief, they may seek leave to file an amended complaint prior to July 16, 

2016. 

 SO ORDERED. 

 ENTERED: June 16, 2016 

 /s/ JON E. DEGUILIO 

 Judge 

 United States District Court 

 

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 The Plaintiffs do not object to dismissal of their bad faith claim, so the Court does not address it.