United States Court of Appeals

for the Fifth Circuit

No. 21-10299

Realpage, Incorporated, 

Plaintiff—Appellant,

versus

National Union Fire Insurance Company of Pittsburgh, 

Pennsylvania; Beazley Insurance Company, 

Incorporated, 

Defendants—Appellees.

Appeal from the United States District Court

for the Northern District of Texas

USDC No. 3:19-CV-1350

Before Owen, Chief Judge, and Jones and Wilson, Circuit Judges.

Cory T. Wilson, Circuit Judge:

This case results from a successful phishing expedition. After a 

RealPage, Inc. employee clicked a fake link in a seemingly innocuous email 

and provided login information for RealPage’s account with Stripe, Inc., a 

third party payment processor, phishers stole the login credentials. They 

then used them to divert millions of dollars in rent payments from tenants 

intended for RealPage’s property manager clients. RealPage and Stripe 

recovered some of the stolen funds but lost about $6 million to the phishing 

United States Court of Appeals

Fifth Circuit

FILED

December 22, 2021

Lyle W. Cayce

Clerk

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No. 21-10299

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crooks. RealPage reimbursed its clients and filed claims under its commercial 

crime insurance policies for the stolen funds. But its primary insurer denied 

coverage, determining the pfished funds were not covered losses because 

RealPage never “held” them. RealPage then filed this action challenging the 

denial of coverage. The district court agreed with RealPage’s insurer and 

granted summary judgment. Because we agree that RealPage never “held” 

the diverted funds, we AFFIRM.

I.

RealPage partners with online payment processors to collect rent from 

tenants and route those payments to property management companies. 

Basically, using an online platform maintained by RealPage, tenants and 

property managers submit bank account and credit card information. 

RealPage, except for some accounts it handles directly, then transmits this 

payment information to third party processors, like Stripe, which process 

rent payments according to the instructions RealPage provides.

The accounts at issue in this case were generally handled as follows: 

Stripe, using the information submitted by tenants, withdrew funds from 

tenants’ bank or credit card accounts and deposited the funds into Stripe’s 

Wells Fargo bank accounts. Stripe kept a small percentage of the funds for 

itself as transaction fees, designated a slightly larger percentage for RealPage 

as its transaction fees, and then, within a few days of the tenant drafts, 

transmitted the balance to individual property managers’ bank accounts. 

These transactions were in accordance with the information and instructions 

sent to Stripe by RealPage. 

In April 2018, a RealPage employee received an email purportedly

from Stripe. The employee clicked on a fake link embedded in the email and 

entered login credentials used to access the fund disbursement information 

RealPage provided to Stripe. In doing so, RealPage’s employee took the bait 

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from criminal phishers hook, line, and sinker, unwittingly providing the 

phishers a giant catch. Using the stolen credentials, the criminals changed 

RealPage’s payment instructions and prompted Stripe to disburse over $10 

million designated for RealPage and its property manager clients to other 

bank accounts. 

RealPage and Stripe were alerted to the fraudulent activity and were 

able to reverse some of the disbursements. Meanwhile, RealPage directly 

reimbursed its property manager clients whose funds were stolen. 

Ultimately, despite their efforts, RealPage and Stripe were unable to recover 

roughly $6 million. As a result, RealPage filed loss claims under the $5 

million commercial crime insurance policy it maintained through National 

Union Fire Insurance Company and the $5 million excess fidelity and crime 

policy it maintained through Beazley Insurance Company. 

The National Union policy limits coverage to “property: (1) [t]hat 

[RealPage] own[ed] or lease[d]; or (2) . . . h[e]ld for others whether or not 

[RealPage] [was] legally liable for the loss of such property.” Based on this 

policy language, National Union determined that RealPage owned the funds 

that Stripe had earmarked as RealPage’s transaction fees and provided 

coverage for that loss, which totaled $1,067,560.73. However, National 

Union determined that RealPage neither owned nor leased the funds 

designated for its property manager clients and that Stripe held those funds, 

not RealPage. Consequently, National Union denied coverage for those

unrecouped funds. Because the excess policy written by Beazley only 

provides coverage once the underlying $5 million National Union policy has

been “exhausted by the actual payment of loss(es),” Beazley also denied 

coverage. 

RealPage sued National Union and Beazley in federal court (1) seeking 

a declaration that both policies cover the stolen funds designated for the 

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property managers, (2) alleging breach of contract against National Union 

and Beazley, and (3) alleging various violations of Texas insurance law. After 

discovery, the parties filed cross-motions for summary judgment. 

National Union maintained that RealPage did not own, lease, or hold 

the funds designated for the property managers, and therefore the loss of 

those funds was not covered by its policy. RealPage conceded it did not own 

or lease the funds but asserted that because it controlled Stripe’s 

disbursement of the funds, RealPage ultimately held the funds. Construing 

the insurance policy’s text, the district court agreed with National Union. 

The court determined that RealPage never possessed the funds intended for 

the property managers and thus did not “hold” those funds. Because 

RealPage did not hold the funds, the court concluded the policy did not cover 

their theft. Based on its interpretation of the National Union policy, the court 

determined National Union and Beazley properly denied coverage, and it 

granted summary judgment for the insurers on RealPage’s claims. 

RealPage now appeals.

II.

“This court reviews a grant of summary judgment de novo, applying 

the same standard as the district court.” Luminant Mining Co. v. PakeyBey, 

14 F.4th 375, 379 (5th Cir. 2021) (internal quotation marks omitted) (quoting 

Renfroe v. Parker, 974 F.3d 594, 599 (5th Cir. 2020)). “Summary judgment 

is merited when ‘the movant shows that there is no genuine dispute as to any 

material fact and the movant is entitled to judgment as a matter of law.’” Id.

(quoting Fed. R. Civ. P. 56(a)). 

A.

In this diversity case, “Texas law governs our interpretation of the 

[p]olic[ies]” at issue. Cooper Indus., Ltd. v. Nat’l Union Fire Ins. Co., 876 F.3d 

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119, 128 (5th Cir. 2017). In Texas, “[t]he interpretation of an insurance 

policy, like other contracts, begins with the text, and requires that undefined 

words be given their plain, ordinary, and generally accepted meanings absent 

some indication of a different intent.” U.S. Metals, Inc. v. Liberty Mut. Grp., 

Inc., 490 S.W.3d 20, 23 (Tex. 2015) (citations omitted). We read policy 

terms “in context and in [the] light of the rules of grammar and common 

usage.” Anadarko Petroleum Corp. v. Hous. Cas. Co., 573 S.W.3d 187, 192 

(Tex. 2019) (quoting RSUI Indem. Co. v. The Lynd Co., 466 S.W.3d 113, 118 

(Tex. 2015)). “To determine a term’s common, ordinary meaning, we 

typically look first to dictionary definitions and then consider the term’s 

usage in other authorities.” Id. (citing Tex. State Bd. of Exam’rs of Marriage 

& Family Therapists v. Tex. Med. Ass’n, 511 S.W.3d 28, 35 (Tex. 2017)). 

RealPage’s commercial crime policy issued by National Union covers

losses from employee theft, forgery, alteration, theft of money and securities, 

robbery, safe burglary, computer fraud, and funds transfer fraud. Recovery 

under the policy is conditioned on several factors. Specifically, subsection 

(p) of the policy’s Conditions states that:

The property covered under this policy is limited to property:

(1) That you own or lease; or

(2) That you hold for others whether or not you are legally 

liable for the loss of such property.

RealPage does not contend that it owned or leased the money that was 

designated for its property manager clients, so its claim for coverage turns on 

the meaning of “hold,” used as a verb in the above coverage limitation. 

Because “hold” is used in the context of the policy language as a third 

category distinct from but related to “own” and “lease,” “hold” must have 

some relationship to those other terms. Cf. Anadarko Petroleum Corp., 573 

S.W.3d at 192 (citing RSUI Indem. Co., 466 S.W.3d at 118; Tex. State Bd. of 

Exam’rs of Marriage & Family Therapists, 511 S.W.3d at 35).

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“[L]ook[ing] first to dictionary definitions,” id., Black’s Law 

Dictionary offers seven definitions of the verb “hold,” only four of which 

possibly pertain to “holding” the funds at issue: 

1. To possess by a lawful title <Sarah holds the account as her 

separate property> . . . . 4. To keep in custody or under an 

obligation <I will ask the judge to hold you accountable>. 5. To 

take or have an estate from another; to have an estate on 

condition of paying rent or performing service <James holds 

Hungerstream Manor under lease> . . . . 7. To possess or 

occupy; to be in possession and administration of <Jones holds 

the office of treasurer>.

Hold, Black’s Law Dictionary (11th ed. 2019). And because this 

court must “give effect to all of the words and provisions [of a policy] so that 

none is rendered meaningless[,]” RSUI Indem. Co., 466 S.W.3d at 118 

(citations omitted), any definition of “hold” that merges it with “own” or 

“lease” must be rejected. To “own” is to “rightfully have or possess as 

property; to have legal title to.” Own, Black’s Law Dictionary (11th 

ed. 2019). To “lease” is “[t]o grant the possession and use of (land, 

buildings, rooms, movable property, etc.) to another in return for rent or 

other consideration[.]” Lease, Black’s Law Dictionary (11th ed. 

2019). Judging from Black’s, then, the only definitions of “hold” reasonably

applicable in the instant context are “[t]o keep in custody or under an 

obligation,” and, similarly, “[t]o possess or occupy[.]” Neither helps 

RealPage’s case because RealPage never possessed (or kept in its custody) 

the funds at issue.

RealPage does not maintain that it ever had possession of the funds 

disbursed by Stripe. And, to be clear, it did not. The transactions between 

tenants, Stripe, and RealPage’s property manager clients were structured so 

that once the tenants entered their bank or credit card account information 

into RealPage’s online portal, RealPage transmitted that information to 

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Stripe for processing and did not save it. RealPage’s stated desire was to 

“protect the credit card information and bank account information that the 

renters were providing by not having it.” When it came time for a tenant to 

pay rent, Stripe drafted funds directly from the tenant’s account. Likewise, 

once a tenant’s funds were deposited in Stripe’s accounts, Stripe disbursed 

the funds to the appropriate property manager. Beyond providing tenants’ 

and property managers’ account information, RealPage had no further 

involvement. In other words, when money changed hands, RealPage’s 

fingers never touched it. 

Essentially, RealPage provided routing instructions to Stripe, and

Stripe effectuated the transactions and handled the funds transferred from 

tenants to property managers. Under any definition of “hold” that entails 

“keep[ing] in custody” or “possession,” RealPage cannot claim a loss under 

National Union’s policy because RealPage never “held” the funds intended 

for its property manager clients. 

RealPage posits that “control,” rather than “possession,” is the 

proper definition of “hold” as used in the National Union policy. To the 

extent both definitions could apply, RealPage also contends that “hold” is 

ambiguous, such that this court should construe its meaning strictly against 

National Union. See, e.g., Glover, 545 S.W.2d at 761 (“[W]hen the language 

of an insurance contract is ambiguous . . . then that construction which 

affords coverage will be the one adopted.”). But the text of a policy is 

“ambiguous only if it is subject to more than one reasonable interpretation 

and not merely because the parties or other courts differ over its 

interpretation.” U.S. Metals, Inc., 490 S.W.3d at 24 (citing RSUI Indem. Co., 

466 S.W. 3d at 119; Grain Dealers Mut. Ins. Co. v. McKee, 93 S.W.2d 455, 458 

(Tex. 1997)). 

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We do not discern the ambiguity RealPage sees. RealPage’s alternate 

definition for “hold,” constructed from an amalgam of selective dictionary 

definitions, only gains currency if divorced from the context in which “hold” 

is used in the policy at issue. Moreover, RealPage’s proposed dictionary 

definitions that actually relate to holding property ultimately distill to 

possessing the property, not merely being able to direct someone else to do 

something with it. See, e.g., Hold, https://www.merriamwebster.com/dictionary/hold (last visited Oct. 11, 2021) (defining “hold” as 

“to have possession or ownership of or have at one’s disposal[]”; emphasis 

added to show language omitted by RealPage in its briefing); Hold, 

https://dictionary.cambridge.org/us/dictionary/english/hold (last visited 

Oct. 11, 2021) (similarly defining “hold”). RealPage’s dictionary citations

are thus more consistent with the Black’s definitions quoted above than they 

are in either showing that “hold” equates to “control” or that the term is 

ambiguous. 

Accepting arguendo RealPage’s conflation of “hold” with “control,” 

the record demonstrates that RealPage ultimately did not control the funds 

designated for the property managers. All funds processed through Stripe 

were deposited “in pooled clearing accounts” at Wells Fargo. These were 

Stripe’s accounts, not RealPage’s. In fact, Stripe’s services agreement with

RealPage expressly provides that RealPage had “no rights to the Clearing 

Accounts or to any funds held in the Clearing Accounts[.]” RealPage was 

“not entitled to draw funds from the Clearing Accounts[,]” and Stripe 

reserved the right to impose conditions on the release of any funds. While 

Stripe handled the funds as RealPage directed, Stripe, not RealPage, 

ultimately controlled the funds in Stripe’s custody—demonstrated by the 

very fact that RealPage could do nothing to recover the stolen funds without 

Stripe’s help, as RealPage conceded at oral argument.

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To recap, RealPage never possessed its property manager clients’

funds that got caught in the phishers’ net. And, crediting RealPage’s 

argument that it could nonetheless “hold” the funds without “possessing” 

them, RealPage did not control the lost funds either, notwithstanding the 

routing instructions it provided to Stripe. We thus agree with the district 

court that RealPage never held the funds, as “hold” is used in the National 

Union policy.

B.

RealPage offers two alternative theories to argue that it “held” the 

funds: a bailment theory and an agency theory. First, RealPage asserts that 

it held the funds in bailment for the property managers. In Texas, to establish 

a bailment, “there must be (1) delivery of personal property from one person, 

the bailor, to another, the bailee, for a specific purpose; (2) acceptance of 

delivery by the bailee; (3) an express or implied contract between the parties 

that the specific purpose will be realized; and (4) an agreement between the 

parties that the property will be either returned to the bailor or dealt with 

according to the bailor’s direction.” State v. $281,420.00, 312 S.W.3d 547, 

551 (Tex. 2010) (citing Cessna Aircraft Co. v. Aircraft Network, LLC, 213 

S.W.3d 455, 462–63 (Tex. App. 2006); Int’l Freight Forwarding, Inc. v. Am. 

Flange, 993 S.W.2d 262, 263 (Tex. App. 1999)).

RealPage’s bailment theory readily falters because, as discussed

above, RealPage never had possession of any funds. Because no property was 

ever delivered to RealPage, and consequently RealPage never accepted 

delivery of any property, no bailment could have existed. Id. (citing Cessna 

Aircraft Co., 213 S.W.3d at 462–63; Int’l Freight Forwarding, Inc., 993 S.W.2d 

at 263).

Second, RealPage assertsthat Stripe acted as its agent for the purposes 

of receiving and disbursing the funds at issue. But RealPage has failed to 

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demonstrate that an agency relationship existed between it and Stripe. To 

the contrary, Stripe’s services agreement explicitly disclaims any agency 

relationship between RealPage and Stripe. Setting aside this explicit 

disclaimer, under Texas law, RealPage still must prove that it had the right 

“(1) to assign the agent’s task; and (2) to control the means and details of the 

process by which the agent will accomplish that task.” Happy Indus. Corp. v. 

Am. Specialties, Inc., 983 S.W.2d 844, 852 (Tex. App. 1998) (citing Johnson 

v. Owens, 629 S.W.2d 465, 468 (Tex. App. 1982)). Nothing in the record 

demonstrates RealPage had any control over Stripe’s payment processes 

beyond giving Stripe routing instructions for the funds at issue. Accordingly, 

RealPage’s agency argument also fails.

III.

Because RealPage never held the funds at issue, National Union was 

within its rights to deny coverage of the stolen funds intended for RealPage’s

property manager clients. And because National Union’s coverage was not 

exhausted, Beazley was also within its rights to deny coverage under 

RealPage’s excess policy. This holding is “sufficient to preclude coverage,” 

such that this court “need not consider the parties’ remaining contentions.” 

Cooper Indus., Ltd., 876 F.3d at 129 (citing Shamloo v. Miss. State Bd. of Trs. 

of Insts. of Higher Learning, 620 F.2d 516, 524 (5th Cir. 1980)). Finally, 

because RealPage is not entitled to coverage under the policies at issue, its 

arguments that National Union breached Chapter 541 and 542 of the Texas 

Insurance Code by not timely paying its claims are similarly without merit. 

The district court’s summary judgment is

AFFIRMED.

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