[DO NOT PUBLISH]

In the

United States Court of Appeals

For the Eleventh Circuit

____________________

No. 21-12668

Non-Argument Calendar

____________________

V. ANNE TALTON, 

Plaintiff-Appellant,

versus

AMERICAN FAMILY INSURANCE COMPANY, 

Defendant, 

AMERICAN FAMILY LIFE INSURANCE COMPANY, 

AMERICAN STANDARD INSURANCE COMPANY 

OF WISCONSIN, 

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Defendants-Appellees.

____________________

Appeal from the United States District Court

for the Northern District of Georgia

D.C. Docket No. 1:19-cv-02571-MHC

____________________

Before WILSON, JORDAN, and NEWSOM, Circuit Judges.

PER CURIAM:

In this breach of contract action, Anne Talton sued American Family Life Insurance Company and American Standard Insurance Company of Wisconsin (collectively, AFI) for terminating her 

Agent Agreement without notice. AFI says that it was entitled to 

terminate Talton’s Agent Agreement without notice because Talton engaged in dishonest and disloyal conduct when she provided

coverage on an insurance claim by backdating a lapsed policy. The 

district court granted summary judgment to AFI, finding no genuine issue of material fact as to whether Talton engaged in dishonest 

and disloyal conduct by backdating the policy. After careful review, we affirm. 

I.

In October 2008, Talton signed an Agent Agreement with 

AFI, an insurance company offering auto, property, commercial, 

and life insurance. The Agent Agreement provided that Talton 

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would be an independent contractor for AFI. In Section 4 of the 

Agent Agreement, Talton agreed to the following provisions:

That you shall not have the authority to extend 

the time of payment of any premium or alter, waive 

or forfeit any of the Company’s rights, requirements 

or conditions in any policy of insurance or otherwise 

obligate the Company in any way except as stated in 

this agreement or expressly authorized under the 

rules and regulations of the Company or previously 

authorized in writing by the Company.

. . . .

To maintain a good reputation in your community and to direct your efforts toward advancing 

the interests and business of the Company to the best 

of your ability, to refrain from any practices competitive with or prejudicial to the Company and to abide 

by and comply with all applicable insurance laws and 

regulations.

Section 6.h.2 outlined the conditions under which AFI could 

terminate the Agent Agreement. AFI was to provide six months’ 

written notice before termination unless Talton engaged in “dishonest, disloyal or unlawful conduct.” In that scenario, AFI could 

terminate the Agreement without notice. Talton was also subject 

to AFI’s Code of Conduct, which required agents to “fully cooperate” with internal company investigations, and stated that 

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violations of the Code “may result in disciplinary action up to and 

including termination of the agent agreement.” 

The events giving rise to this lawsuit stem from a client of 

Talton’s named T.B. On March 19, 2013, T.B. reached out to Talton and explained that he had called AFI to report hail damage to 

one of his cars, but had been told that his auto policies were cancelled. According to T.B.’s Statement of Account History, he had

three active auto policies, all of which were “cancelled due to nonpayment of premium” on March 15, 2013. Talton set up a conference call between herself, T.B., and a billing representative to discuss T.B.’s policy. During that call, Talton stated that she would 

reinstate his policy and “backdate” it to March 15th to ensure that 

his claim would be covered. A transcript of the call—the accuracy 

of which Talton does not dispute—recordsthe following exchange:

Talton: I’m just going to reinstate [T.B.’s policy] from 

the day it went out of force on the 14th so he won't 

have a break in coverage. . . .

Sanchez: Okay. Then you would need to do the 15th 

because he canceled the 15th.

Talton: Okay. So we could do it as of the 15th. And 

if I reinstate it as of the 15th, then he won’t have a 

break in coverage?

[Billing Representative]: Correct.

Talton: And the reason why is because he’s had a—

he’s got a claim and he’s not going to get it covered 

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because his policy’s out of force if I don’t backdate it 

to the 15th.

[Billing Representative]: Okay. I—I can’t advise that 

one, Anne, that would be something you would have 

to speak with the underwriter.

Talton: But up until this point his policy hasn’t canceled, so and it’s only, it’s less than five days so I’m 

comfortable with him going back to that and just using his current premium. . . . Okay. T.B., if you could 

make a payment of $252.82, that’ll take you up until 

April 16th.

T.B.: Thank you. 

T.B. paid the requested balance over the phone. His Statement of Account History shows that his three auto policies were 

then reinstated for coverage from March 15, 2013 through April 16, 

2013.

The day after the conference call, AFI’s Compliance and Ethics Department (Compliance) contacted Michael Marlin, Talton’s 

sales district leader, and Michael Riggs, Talton’s state sales director. 

Compliance explained to Marlin and Riggs that it would be investigating whether Talton had backdated an insurance policy to provide coverage during the period a policy was in cancellation for 

nonpayment. As part of the investigation, Compliance asked Talton why she had reinstated T.B.’s policy effective March 15th when 

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T.B. had not paid until March 19th. Talton responded that she had

“reinstated [the policy] with no lapse in coverage as a courtesy.” 

Compliance requested additional documents from Talton 

and asked questions related to the reinstatement of T.B.’s policy, 

but Talton did not respond to these requests and interrogatories. 

In an email, she apologized for not having responded and stated 

that she “had some staffing challenges.” When Compliance completed its investigation in late April, it concluded that Talton had

improperly backdated T.B.’s policy. The investigation found that

AFI paid $2,487.30 to cover T.B.’s claim as a result of Talton’s backdating the policy. Compliance also flagged eleven other policies

that Talton appeared to have backdated.

A few weeks later, on May 9, 2013, Marlin met with Talton 

to discuss the investigative findings. During the meeting, Marlin 

took contemporaneous notes which he shared with Talton afterward. According to Marlin’s notes, he informed Talton that backdating insurance policies undermined AFI’s profitability and was 

prejudicial to the company. Talton responded that she was busy 

and multitasking during the conference call with T.B. and the billing representative. She said that she was uncertain “how billing 

rules and regulations work and what would cause [T.B.’s] policy to 

be active or not at the time of the loss.” She insisted that she had

not attempted to do anything fraudulent. 

On May 17, Riggs signed an approval of Talton’s termination, stating that Talton “had several compliance violations,” and 

had failed to comply with company rules and guidelines. The 

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approval form had a line item asking “Did the company terminate 

the agent for violation of their agent agreement?” The answer 

“No” was marked on the form. Later that day, Riggs and Marlin 

met with Talton. Again, Marlin took notes which Talton agrees 

were accurate. Riggs explained to Talton that AFI was terminating 

her Agent Agreement effective immediately for backdating T.B.’s 

policy. Talton stated that any issues with backdating coverage 

were attributable to gaps in training. Nevertheless, Riggs provided 

Talton with a termination letter stating that AFI had decided to terminate her contract for the reasons discussed in the meeting.

With respect to Talton’s handling of T.B.’s insurance policy, 

AFI also referred a complaint to Georgia’s Office of Insurance and 

Safety Fire Commissioner(Georgia DOI). Georgia DOI issued Talton a warning letter on August 8, 2013, stating that:

[I]t is clear that you were aware that [T.B.’s 

policy] was not covered . . . and that you purposefully 

backdated his policy in order for him to have coverage for the loss. At this time, we do not feel that there 

is sufficient evidence to warrant administrative action 

or criminal prosecution against you or your license 

. . . . Given the current circumstances, the Department has chosen to informally admonish and direct 

you to henceforth comply with all applicable provisions of Georgia law related to licensed agents.

Years later, in May 2019, Talton filed a breach of contract

action against AFI in Fulton County Superior Court. AFI removed 

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the case to federal court. After discovery commenced, AFI took 

Talton’s deposition on August 27, 2020. When pressed as to 

whether she backdated T.B.’s insurance policy, Talton stated in her 

deposition that she did not recall doing so. She could not remember, one way or another, whether she had backdated the policy. 

On September 28, 2020, following Talton’s deposition, AFI moved 

for summary judgment. In response, Talton submitted her own 

affidavit in which she stated, among other things, that she “never 

backdated the client’s payment to provide coverage under a cancelled policy.” She added that she did “not have the authority to 

do so.” With regard to the reinstatement of T.B.’s policy, Talton 

explained that she “simply contacted the billing center, along with 

my client, in order to assist him with straightening out a billing issue.” 

On July 6, 2021, the federal district court entered an order 

granting AFI summary judgment. In its order, the district court 

held that there was no genuine issue of material fact as to whether 

Talton backdated T.B.’s policy. In reaching this conclusion, the 

district court relied on evidence from the conference call with T.B. 

and a billing representative, as well as Compliance’s investigative 

findings. As for Talton’s affidavit, the district court held that it was

conclusory and thus insufficient to create a dispute of material fact. 

Next, the court held that Talton had engaged in dishonest, disloyal, 

or unlawful conduct by backdating T.B.’s policy and failing to cooperate in AFI’s investigation, thus authorizing AFI to terminate 

the Agent Agreement without notice. Talton timely appealed.

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II.

Talton argues on appeal that: (1) there is a dispute of fact as 

to whether and why she backdated T.B.’s insurance policy; and (2) 

that her conduct did not amount to dishonesty or disloyalty, such 

that AFI could terminate the Agent Agreement without sixmonths’ notice. We address the question of backdating first, and 

then turn to whether Talton’s conduct was dishonest or disloyal.

A.

We review de novo a district court’s grant of summary judgment. Whatley v. CNA Ins. Companies, 189 F.3d 1310, 1313 (11th 

Cir. 1999) (per curiam). To survive a motion for summary judgment, a nonmoving party must present evidence that creates a dispute of material fact. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). A litigant cannot create a genuine issue of material fact “simply by contradicting his or her own 

previous sworn statement (by, say, filing a later affidavit that 

flatly contradicts that party’s earlier sworn deposition) without explaining the contradiction or attempting to resolve the disparity.” 

Cleveland v. Pol’y Mgmt. Sys. Corp., 526 U.S. 795, 806 (1999). 

After reviewing the record on appeal, we find that there is 

no genuine issue of material fact as to whether Talton caused T.B.’s 

insurance policy to be reinstated effective March 15—four days before Talton’s conference call with a billing representative and T.B. 

Notably, Talton’s comments during the conference call establish 

that she knew T.B.’s policy was not in force at the time he incurred 

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a loss, and that his claim would not be covered unless she backdated his policy. Talton asked: “And if I reinstate it as of the 15th, 

then he won’t have a break in coverage?” When the billing representative confirmed that was true, Talton continued: “And the reason why is because . . . he’s got a claim and he’s not going to get it 

covered because his policy’s out of force if I don’t backdate it to the 

15th.” Talton then stated that she would backdate the policy, 

and—sure enough—T.B.’s account statement later showed that 

the policy was reinstated effective March 15th, four days before the 

conference call.

Talton’s deposition does not create a dispute of fact on this 

point. In her deposition, Talton did not deny that she “reinstated 

[T.B.’s] policy back to when it lapsed.” She testified that she had 

trouble recalling what happened eight years ago, and that she could 

not say definitively whether or not she had backdated the policy. 

To be sure, Talton testified differently in her affidavit, stating 

plainly that she did not backdate the policy. But that denial, which 

contradicts both her deposition testimony that she could not recall 

whether she backdated the policy and her statements made during 

the conference call, cannot create a genuine issue of material fact. 

See Pol’y Mgmt. Sys. Corp., 526 U.S. at 806. Therefore, there is no 

genuine issue of material fact as to whether Talton backdated the 

policy.

B.

 Talton argues next that, in any event, AFI was required to

provide her with six months’ notice before terminating the Agent 

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Agreement. Recall that the Agent Agreement required six months’ 

notice prior to termination, unless the agent engaged in dishonest,

disloyal, or unlawful conduct. AFI is thus entitled to summary 

judgment if Talton’s conduct fell in any of those three buckets. 

Our analysis begins (and, as it turns out, ends) with disloyalty.

Under Georgia contract law, which applies here, contract interpretation is a legal question reviewed de novo. Albritton v. 

Kopp, 796 S.E.2d 676, 678 (Ga. 2017). The Georgia Supreme Court 

has held that the first step in construing a contract is to determine 

“whether the language therein is clear and unambiguous.” Id. “[I]f 

it is, the contract is to be enforced according to its clear terms; 

the contract alone is looked to for its meaning.” Id. The plain 

meaning of “disloyal,” as the district court explained, is “lacking in 

loyalty,” and “showing an absence of allegiance, devotion, obligation, faith, or support.” Disloyal, Merriam-Webster’s Collegiate 

Dictionary (11th ed. 2014). Applying that definition to Talton’s 

conduct, no reasonable juror could find that Talton’s actions were 

not, at a minimum, disloyal to AFI. The Agent Agreement spelled 

out that Talton was not to obligate AFI to pay claims it was not 

required to pay unless she had authorization to do so. By backdating T.B.’s policy, without authorization, to ensure that his claim 

was covered—thus obligating AFI to pay $2,487.30 that it otherwise would not have been required to pay—Talton engaged in conduct showing a lack of loyalty to AFI.

Talton contends that, nevertheless, a genuine issue of material fact exists because AFI checked a box on the termination 

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approval form indicating that the termination was not for a violation of the Agent Agreement. As the district court noted, however, 

Marlin stated under oath that this was a clerical error by his administrative assistant. And when reviewing the entire record, the reasons for Talton’s termination are evident. The investigative summary from Compliance, which was sent to Riggs and Marlin, concluded that Talton’s actions were “contradictory to the best interests of [AFI],” and that Talton “appear[ed] to have engaged in patterns of behavior which clearly are not in the best interest of [AFI] 

and may expose the company to unnecessary regulatory, litigation, 

or ethical compliance risk.” At the May 17 termination meeting, 

Riggs explained to Talton that she had violated the Agent Agreement, as well as the Code of Conduct, and “that her actions were 

unethical, dishonest, disloyal, and prejudicial to [AFI].” The termination letter Riggs provided to Talton also stated: “As I informed 

you during our personal conference on 17 May 2013, [AFI] has 

made a decision to terminate your contract with the Company[,] 

. . . [t]he basis for [which] was discussed in our conference of 17 

May 2013.” Given these facts, no reasonable juror could find that 

Talton was not terminated for disloyal conduct. 

Accordingly, we find that no genuine issues of material fact 

remain as to whether AFI’s termination without notice constituted 

a breach of the Agent Agreement. We therefore affirm the district 

court’s grant of summary judgment.

AFFIRMED. 

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