PUBLISH UNITED STATES COURT OF APPEALS FOR THE TENTH CIRCUIT

________________ _________________ LEXINGTON INSURA NCE COMPANY, Plaintiff - Appellant/Cross- Appellee,

v. PRECISION DRILLING COMPANY, L.P., f/k/a Grey Wolf Drilling Company, LP; LLOYD'S OF LONDON SYNDICATE #4711, a/k/a Aspen Syndicate #4711; LLOYD'S OF LONDON SYNDICATE #33; LLOYD'S OF LONDON SYNDICA TE #1209; ACE GLOBAL MARKETS, Defendants - Appellees/Cross- Appellants. Nos. 18-8072 & 18-8080

________________ _________________ Appeal from the United States District Court for the District of Wyoming (D.C. No. 2:12-CV-00070-ABJ)

________________ _________________ Mark J. Sobczak (Matthew J. Fink with him on the brie fs), Nicolaides Fink Thorpe Michaelides Sullivan, LLP, Chicago, Illinoi s, for Plaintiff–Appellant/Cross–Appellee. Robert J. Walker (John M. Walker with him on the briefs), Hickey & Evans, LLP, Cheyenne, Wyoming, Defendant –Appellee/Cross–Appellant.

________________ _________________ Before PHILLIPS , EBEL , and O’BRIEN , Circuit Judges.

________________ _________________ PHILLIPS , Circuit Judge. FILED United States Court of Appeals Tenth Circuit 

### February 26, 2020 Christopher M. Wolpert Clerk of Court2 ________________ _________________ In an earlier appeal , we ruled that Wyoming’s an ti-indemnity statute would not defeat possible insurance coverage to an a dditional insured. In this second appeal and cross-appeal, we must decide whether th e district court co rrectly ruled that additional-insured coverage exists under th e applicable insurance policies; whether the district court entered judgment for th e additional insured in an amount greater than the policy limits; and whether the di strict court correctly ruled that the additional insured was not entitled to prej udgment interest and attorneys’ fees. We conclude that the district court ruled correctly on each issue, so we affirm. BACKGROUND
I. Factual Background At all relevant times, Ultra Resources, Inc. (“Ultra”), held a lease for a Wyoming well site. In January 2007, Ultra c ontracted with Upstre am International, LLC (“Upstream”), under a Master Service Agreement to manage the well site. The Ultra-Upstream contract requi red Upstream to obtain insura nce policies w ith a stated minimum amount of coverage for Ultra and Ultra’s contractors and subcontractors. To do so, Upstream obtained two po licies from Lexington Insurance Company (“Lexington”)—a General Liability Polic y (“General Policy”) and a Commercial Umbrella Policy (“Umbrella Policy”). Lexington issued and delivered the two policies in Texas.3 In October 2007, Upstream employe d Darrell Jent as an independent contractor/consultant (calli ng him its “company man”) to help it manage some of Ultra’s well sites. Appellant’s App. vol. 1 at 218, 240. In March 2008, Ultra contracted w ith Precision Drilling (“Precision”) to operate a drilling rig at the well site. Precision maintained a separate insurance policy with Lloyd’s of London (“Lloyd’s”), covering Precision for primary and excess liability. Then in August or September, in coordination with Ultra, Upstream reassigned Jent from his work duties as rig ma nager on a different rig at an Ultra well site to supervise Precision’ s rig, hoping to improve the rig’s performance and get it on budget. Appellees’ Principa l Br. 4 (“Jent was assigned by Upstream to Rig #841 [Precision] to fulfill the c ontractual obligations set fort h within the Ultra-Upstream Contract.”). Several times, Jent (after consulting with Ultra) temporarily shut down the rig for deficiencies in Precision’s performance. Jent enforced safety protocols on the rig, sometimes reprima nding Precision employees for vi olations. Further, Jent advised Ultra to drug test some Precision rig hands afte r correctly suspecting they were using methamphetamine. Sometime before December 27, 20 08, Precision scheduled a rig-down operation so that it could m ove its rig to another site. 1 That day, Jent held two safety meetings with Precision employ ees about the rig-down operation. As one part of the operation, Precision needed to lower the ri g derrick. As that ha ppened, Jent stood on

1 We cannot describe this activity in better detail , because we lack the necessary information to do so from the briefs and record.4 the rig’s platform, overseeing the removal of the rig’s leg pins. The leg pins helped secure the rig deck. Jent was concerned with the pi ns’ removal “because a lot of times those guys, they’ll hit t hose pins and they’ll come fl ying out . . . [and can] hit [someone] in the forehead [if they are] standing in the wrong place.” Appellant’s App. vol. 2 at 320. Precision’s em ployees safely removed the pins. Jent assumed that Precision employees had already attached and tightened all A-leg bolts. In fact, Precision employees had loos ened the A-leg bolts—which attach the A-legs to the derrick—and had not prop erly secured these bolts. After supervising the pin removal, Jent had just left th e rig floor and reached “the top step leading down from the rig floor” when the derrick fe ll because of the “d efectively bolted ‘Alegs’ attaching the derrick to the rig floor.” Appellant’s App. vol. 1 at 150, vol. 2 at 391. Jent was seriously injured af ter being thrown from the steps.
II. Procedural Background Jent sued Precision for negligence. Prec ision was the lone defendant. Jent based his negligence claim on Precision’s employees having “previously loosened” the A-leg bolts and having failed to “pr operly re-attach and tighten” the bolts. Appellant’s App. vol. 1 at 150. Jent further alleged that Precision’s employees had failed to pin the steps down to the rig. Jent a lleged that these failur es led to “[o]ne of the A-legs [coming] loose from the ri g floor, causing the derrick to crash down. . . . When the derrick crashed, th e steps fell and catapu lted [Jent] off the steps.” Id. ¶ 24.5 After being served with the complaint, Precision demanded that Ultra defend and indemnify it as required by the Ultra-Precision drilling c ontract. Ultra, in turn, demanded that Upstream defend Precision under the insurance policies required by the Ultra-Upstream Contract. In February 2011, Upstream tendered the claim to its insurer, Lexington, which agreed to defend Precision subject to a full reservation of its rights. In February 2012, Lexington exer cised its reserved rights and denied any duty to defend or indemnify Pr ecision against Jent’s clai ms. Lexington told Precision and its insurer, Lloyd’s, that it denied coverage and left it to Precision and Lloyd’s to defend against Jent’s suit. In April 2012, Precision and Ll oyd’s attended a mediation conference and settled Jent’s claims for $3 million (Lex ington chose not to attend and denied liability for any part of the settlement). After the settlement, Lexington filed a declaratory-judgment action against Precision, Lloyd’s, and Upstre am, seeking a court ruling th at it owed no duty to defend or indemnify Precision against Jent’s claims. In suppor t, Lexington argued that “Wyoming[’s] Anti-Indemnity Statute applies to Precision’s claim for defense and indemnity,” which would void any insu rance coverage to Precision under the Lexington-Upstream policies. See Wyo. Stat. Ann. § 30-1- 131 (2012); Appellant’s App. vol. 2 at 339. Precision, Lloyd’s, and Upstream each answered Lexington’s declaratoryjudgment complaint. In their answers, Pr ecision and Lloyd’s requested a declaration6 that Lexington was indeed liable to reimburse them for defense co sts and the full Jent settlement. 2 All parties 3 moved for summary judgment, sti pulating that they disputed no material facts and waiving tr ial. Appellees’ Principal Br. 15 (“Thereafter, the parties conceded that the case should be resolved by dispositive motion and waived trial.”); Appellant’s App. vol. 2 at 466 (“There are no f actual issues to be resolved at trial, and . . . Lexington’s request for a determin ation on the applicability of the Wyoming Anti-Indemnity Statute to this dispute may be resolved by the Court as a matter of law.”). In its motion for summary judgment, Prec ision asserted that Lexington owed it coverage under Lexington’s tw o policies. As support, Preci sion argued that it was an “additional insured” under the two policie s, which entitled it to $3 million in coverage needed to settle Jent’s claims. 4 Precision also sought its attorneys’ fees, statutory prejudgment interest, and costs. See Wyo. Stat. Ann. § 26-15-124(c). As a second matter, Precision also contested that Wyoming’s anti-indemnity statute would apply to defeat that coverage.

2 Though both Precision and Lloyd’s answered Lexington’s Second Amended Complaint, neither filed a c ounterclaim. In their answer s, both parties requested a declaration that they coul d recover from Lexington.

3 On appeal, Precision refers to it self, Lloyd’s, and ACE Global Markets collectively as “Precision.”

4 Yet we note that Precision’s coverage argument was incomplete. To have coverage, Precision needed to satisfy Endorsement 17 to the General Policy, a policy provision whose terms Preci sion failed to mention.7 In its motion for summary judgment, Le xington bypassed the coverage issue and exclusively argued that Wyoming’s anti-indemnity statute would void any possible coverage under the Lexington policies. See Wyo. Stat. Ann. § 30-1-131. The district court granted Lexington’ s motion for summary judgment, agreeing that Wyoming’s anti-indemnity statute w ould void any possible insurance coverage due Precision under Lexington’s two insurance policies. Lexington Ins. Co. v. Precision Drilling Co. , No. 12-CV-070-J, 2014 WL 115 15822, at *9 (D. Wyo. Dec. 19, 2014). 5 On appeal, Lexington defended the di strict court’s interpretation of Wyoming’s anti-indemnity statute. Lexington Ins. Co. v. Precision Drilling Co. ( Precision I ), 830 F.3d 1219, 1220 (10th Cir. 2016). As part of its doing so, Lexington pointed to statutes from st ates other than Wyoming “allow[ing] only those who purchase a policy to benefit from its terms.” Id. at 1221. But we reversed, reasoning that in enacting Wyoming’s anti-indemnity rule 6 the “Wyoming Legislature didn’t

5 Upstream had also moved for summar y judgment on grounds that it was not a necessary party because “[n]o relief has b een sought against Upstream; no facts are alleged against Upstream; no causes of acti on are asserted against Upstream[.]” The district court agreed, declari ng that it was “unable to divi ne any actual, rather than hypothetical or speculative, claim that Lexington may have against Upstream.” Lexington , 2014 WL 11515822, at *9. This ended Upstream’s involvement.

6 Wyoming’s anti-indemnity statute reads: (a) All agreements, covenants or promis es contained in, collateral to or affecting any agreement pertaining to any well for oil, gas or water, or mine for any mineral, which purport to indemnify the indemnitee against loss or liability fo r damages for:8 employ the same language found in [those othe r states’] statutes. Instead, it expressly allowed the enforcement of any insurance contract[,]” in cluding ones “someone else had to buy.” Id. In remanding, we acknowledged that “our decision today does not fully resolve the parties’ di spute,” noting “[b]y way of ex ample only” that the parties could next litigate “whether Precision qualifies as an a dditional insured under the Lexington policies.” Id. at 1224. After returning to district court, Precision and Lexingt on filed post-remand motions for summary judgment. Precision’s mo tion raised two issu es: (1) whether it was entitled to coverage as an additi onal insured under the Lexington-Upstream

(i) Death or bodily injury to persons; (ii) Injury to property; or (iii) Any other loss, damage, or e xpense arising under either (i) or (ii) from: (A) The sole or concurrent negligence of the indemnitee or the agents or employees of the indemnitee or any independent contractor who is directly responsible to such indemnitee; or (B) From any accident which o ccurs in operations carried on at the direction or unde r the supervision of the indemnitee or an employee or representative of the indemnitee or in accordan ce with methods and means specified by the indemnitee or employees or representatives of the indemnitee, are against public policy and are void and unenforceable to the extent that such contract of indemnity by its terms purports to reliev e the indemnitee from loss or liability for his own negligen ce. This provision shall not affect the validity of any insu rance contract or any benefit conferred by the Worker’s Comp ensation Law . . . of this state. Wyo. Stat. Ann. § 30-1-131.9 policies, and (2) if so, whether it was enti tled to statutory prejudgment interest. And Precision argued that Lexington had forfeited an ability to contest either issue by its earlier failure to address either in response to Lexi ngton’s pre-remand motion for summary judgment. In its own motion about a month later, Lexington denied having forfeited anything, pointing to the broad language in our Precision I mandate. 7 Addressing the merits, Lexington does not c ontest Precision’s status as an “additional insured” under Lexington’s policies. 8 But Lexington emphasized that Precision needed to show more to qualify for additional-insured coverage —namely, that it met the coverage

7 Precision also requested that the distri ct court strike as untimely Lexington’s summary-judgment motion in its entirety. See Lexington Ins. Co. v. Precision Drilling Co. , No. 12-CV-70-ABJ, 2018 WL 8807146, at *2 (D. Wyo. Sept. 6, 2018). But the district court declined to do so, noting that Lexington’s motion for summary judgment was in substance “very much a response to Precision’s Motion except that it contained one new issue.” Id. The court further noted that “Precision even seems to acknowledge the generally responsive na ture of Lexington’s Motion because Precision’s Reply in large part treat s Lexington’s Motion as a response.” Id. So the district court denied Preci sion’s request to strike Le xington’s motion and instead treated “it as a response.” Id.

8 Precision is an additional insured unde r the Lexington policie s because it is a “contractor” under the Ultra-Upstream Ma ster Service Agreement. The General Policy’s Endorsement 17 amends the “Who is an Insured” section to include “any person or organization you [U pstream] are required to include as an additional insured on this policy by a writte n contract or written agreem ent in effect during this policy period.” Appellant’s App. vol. 1 at 94. The Umbrella Policy includes as an “insured” “[a]ny person or orga nization, other than the ‘N amed Insured’, included as an additional ‘Insured’ under ‘scheduled und erlying insurance’, but not for broader coverage than would be afforded by such ‘scheduled underlying insurance[.]’” Appellant’s App. vol. 1 at 119–20. The sc heduled underlying insurance includes the General Policy.10 conditions imposed by Endorsement 17 to the General Policy. We note that coverage under Endorsement 17 depends on whether Precision could show (1) liability of Precision (2) arising out of (3) work perfo rmed by Upstream (thr ough Jent), (4) for Precision. Of these coverage conditions, Lexington disputes only that Precision has met the fourth condition. The district court ruled that Lexington had not forfeited its ability to contest Precision’s additional-insured argument. See Lexington Ins. Co. v. Precision Drilling
Co. , No. 12-CV-70-ABJ, 2018 WL 8807146, at *3 (D. Wyo. Sept. 6, 2018). After disposing of this preliminary question, the district court went on to rule for Precision on the merits. Addressing Endorsement 17’s di sputed fourth condition, the district court concluded that Jent’s work for Upstream supe rvising Precision’s rig-down operation had been “for” Precision. Id. at *5–6. In support, th e district court noted that Ultra had hired Upstream solely to manage the well site and that Jent was assigned to Precision’s rig to “perform[] some level of sa fety oversight on the drilling rig and actively tr[y] to help Precision’s employees operate the drilling rig better to make the well more productive.” Id. at *6. Because of th is, the district court concluded Jent “was perform ing work for Precision and Precision is an additional insured.” Id. As a fallback, Lexington argued a second point—that its policy limits were $2 million. Here, Lexington directed the court to Endorsement 3 of the Umbrella Policy. But the district court cut this argument short. It deemed Lexington’s policy-limits argument forfeited, because Lexington had fail ed to “address any of the substance of11 Precision’s First Motion for Summary Judgme nt [pre-remand] in its response but instead re-argued its statutory argument.” Lexington Ins. Co. , 2018 WL 8807146, at *4. It further noted that Lexington did no t “mention the issue of maximum coverage in their filings related to the first [pre-remand] cross motions for summary judgment, nor did they mention it be fore the 10th Circuit.” Id. Finally, the district court denied Pr ecision’s request for costs, prejudgment interest, and attorneys’ fees. Id. at *6; see also Wyo. Stat. Ann. § 26-15-124(c) (2018). The court concluded th at to obtain the requested relief under this statute, Lexington needed to show something that it could not —that Lexington had issued and delivered the policies in Wyoming, not Texas. Lexington Ins. Co. , 2018 WL 8807146, at *6. At the end of the day, the district c ourt entered judgment for Precision against Lexington for the Jent settle ment amount of $3 million. Id. The parties have crossappealed. DISCUSSION We first identify the standard of review . Next we address whether Lexington’s policies provide Precision coverage as an additional insured. Then we address Lexington’s policy-limits argum ent. Finally we address Pr ecision’s challenge to the district court’s denial of prejudgment interest and attorneys’ fees.
I. Standard of Review This case presents an un usual procedural posture. As mentioned, in the preremand round of summary-judg ment motions, the parties in formed the district court12 that they disputed no material facts and waived trial. And as part of their post-remand summary-judgment motions, the parties once again agreed th at there were “no issues of material fact.” Appelle es’ Principal Br. 14 (citing A ppellees’ Suppl. App. at 14 (Precision stated “there remain no factua l issues to submit to a jury” and the remaining issue “can only be resolved, as a matter of law, by the Court.”)); Appellant’s App. vol. 3 at 683 (Lexington agreed that there were no disputes of material fact n eeding resolved). 9 Accordingly, the district court resolved the summary- judgment arguments as if the parties had presented eviden ce at a bench trial. In this situation, we do not apply the ordinary standard of review for summ ary judgment. This means, contrary to Lexington’s position on appeal, that we do not resolve disputed facts in the nonmovant’s favor or grant it all favorable inferences. Here, with the parties’ agreement, the district court was the ultimate fact finder. Though we have not yet announced the appr opriate standard of review to apply in this circumstance, other ci rcuits have done so. They ha ve concluded that when the district court has decided a case on summary judgment after the parties have waived a trial, the appeals court reviews legal c onclusions de novo and factual findings for clear error. We join th ose circuits and adopt that standard of review. E.g. , Federacion de Empleados del Tribunal Ge n. de Justicia v. Torres , 747 F.2d 35, 36 (1st Cir. 1984)

9 Though Lexington added a “Disputed Mate rial Facts” section to its second motion for summary judgment, it identified no disputed ma terial facts. Instead, Lexington disagreed with Precision’s pos ition that Lexington had forfeited the “additional insured” argument.13 (concluding that the district court’s factual in ferences could be set as ide only if they were clearly erroneous, reasoning that “the par ties considered the ma tter to have been submitted below as a case ready for decision on the merits”); Satellite Television & Associated Res., Inc. v. Co nt’l Cablevision of Va., Inc. , 714 F.2d 351, 353–54 (4th Cir. 1983) (concluding that because the district court had decided the case “based on affidavits, exhibits and join tly stipulated facts submitted by the parties[,]” the appeals court should review the case “as one tried by the District Court [,]” meaning it could “upset a finding of fact made by the court only if the finding is judged by us to be clearly erroneous”); Vetter v. Frosch , 599 F.2d 630, 632 (5th Ci r. 1979) (concluding that when a case is essentially a “trial on a stipul ated record” all infere nces must be drawn “in favor of the district court’s decisions which could be reversed on issues of fact only in the event it was found clearly erroneous”); Starsky v. Williams , 512 F.2d 109, 111 (9th Cir. 1975) (same). Here, Precision and Lexington filed cr oss motions for summary judgment. Both parties submitted additional briefing as requested by the district court. The parties submitted the case to the district court for final resolution on their contested issues of law. The parties sti pulated that they did not dis pute the underlying facts. So advised, the district court decided the cas e on its merits. In th at circumstance, we review the district court’s legal conclusions de novo and its fact findings for clear

error.14 II. Precision Is Entitled to Lexington’s Additional-Insured Coverage Because Precision’s Liability Arises Out of Work Performed by Upstream for Precision. A. The Scope of Remand Under the Mandate Rule
In Precision I , we acknowledged that our deci sion “does not fully resolve the parties’ dispute.” 830 F.3d at 1224. We remanded for the district court to do so, mentioning the additional-insured issue as an example of an issue still needing resolved. Id. “[T]he scope of the mandate on re mand in the Tenth Circuit is carved out by exclusion: unless the di strict court’s disc retion is specifical ly cabined, it may exercise discretion on what may be heard.” See Dish Network Corp. v. Arrowood Indem. Co. , 772 F.3d 856, 865 (10th Cir. 2014) (a lterations in or iginal) (internal quotation marks omitted) (quoting United States v. West , 646 F.3d 745, 749 (10th Cir. 2011)). As mentioned, the district court initially resolved the case based on Wyoming’s anti-indemnity statute. See Lexington Ins. Co. , 2014 WL 11515822, at *9. Doing so relieved the district court from deciding the preliminary coverage issue under Lexington’s policies. Ha d the district court reache d the coverage issue, it would have seen that Precision had not su fficiently analyzed th e additional-insured issue. Nowhere did Precision argue how it was entitled to coverage under Endorsement 17 of the General Policy. 10 Absent Precision’s doing so, Lexington had

10 Precision bears the initial burden of establishing it was covered under the Lexington-Upstream policies. See Hursch Agency, Inc. v. Wigwam Homes, Inc. , 664 P.2d 27, 31 (Wyo. 1983) (“[T]he insured ha s the burden of proving that its loss was15 nothing to respond to on that point. For this reason, as well as our broad mandate in
Precision I , we agree with Lexington that it di d not forfeit its ab ility to contest coverage, especially under En dorsement 17. In short, we affirm the district court’s conclusion that Lexington did not forfe it its argument on additional-insured
coverage. B. Precision Is Entitled to Coverage Under Lexington’s Policies. As we examine the district court’s pos t-remand judgment in favor of Precision on policy coverage, Endorsement 17 of th e General Policy takes center stage:
A. Section II - Who Is An Insured is amended to include any person or organization you are required to in clude as an additional insured on this policy by a written cont ract or written agreement[ 11 ] in effect during this policy period and executed prior to the “occ urrence” of the “bodily injury” or “property damage.”

due to an insured risk [.]” (citation omitted)); see also Gilbert Tex. Constr., L.P. v. Underwriters at Lloyd’s London , 327 S.W.3d 118, 124 (Tex. 2010) (citing Ulico Cas. Co. v. Allied Pilots Ass’n , 262 S.W.3d 773, 782 (Tex. 2008)). If Precision proves coverage, then Lexington bears the burden of establishing an exclusion applies. See Gilbert Tex. Constr., L.P. , 262 S.W.3d at 782 (“If the insured proves coverage, then to avoid liability the insurer must prove the loss is with in an exclusion.”) (citation omitted); see also Hursch Agency, Inc. , 664 P.2d at 31.

11 The Ultra-Upstream Master Serv ice Agreement requires Upstream to procure and maintain, at its sole expense, with solv ent Insurers and insurers acceptable to [Ultra], policies of insurance in fa vor of [Ultra], its subsidiary, affiliated and related co mpanies, and their working interest owners, co-lessees, co-owners, cont ractors and subcontractors and any others for whom any of the foregoi ng may be acting; and the agents, directors, officers, empl oyees of any one or more of the above named or described parties (hereinafter all co llectively referred to as “Company”) in the minimum amounts outlined in the Exhibits attached hereto and made a part hereof Exhib it “A” and Exhibit “B”. Appellant’s App. vol. 1 at 246, ¶ 3.1.16 B. The insurance provided to the a bove described additional insured under this endorsement is limited as follows: 1. COVERAGE A BODILY INJURY AND PROPERTY DAMAGE (Section 1 – Coverages) only. 2. The person or organization is onl y an additional insured with respect to liability arising out of “your work” or “your product” for that additional insured. Appellant’s App. vol. 1 at 94. The policy fu rther defines “[y]our work” as “[w]ork or operations performed by you [Ups tream] or on your behalf[. ]” Appellant’s App. vol. 1 at 65, 124. The district court noted that Lexi ngton’s entire additional-insured argument depended on its “very specific us e of the phrase ‘work for.’” Lexington Ins. Co. , 2018 WL 8807146, at *6. In evaluating Lexingt on’s argument, the court reviewed what work Upstream had performed at the well site (through its independent contractor, Jent). Id. After reciting Jent’s management role, including his overseeing safety protocols and helping “Preci sion’s employees operate the drilling rig better to make the well more productive[,]” the court c oncluded that Upstream performed work (through Jent) “for” Precision. Id. We review de novo a district cour t’s interpretation of policy language. See Sonnett v. First Am. Title Ins. Co. , 2013 WY 106, ¶¶ 5–7, 309 P.3d 799, 803–04 (Wyo. 2013); see also Marathon Ashland Pipe Line LLC v. Maryland Cas. Co. , 243 F.3d 1232, 1236 (10th Cir. 2001). In Wy oming, courts give insurance policy language its plain meaning. N. Fork Land & Cattle, LLLP v. First Am. Title Ins. Co. , 2015 WY 150, ¶ 14, 362 P. 3d 341, 346 (Wyo. 2015).17 Whether Lexington’s two policies cover Precision against Jent’s claims depends on the meaning of subsection B.2. W ith the names of the parties inserted, we read this provision as providing Precision coverage as an additional insured when Precision is liable to a thir d party and the liability arises from work performed by Upstream for Precision. As we weigh this language, we see the two prepositions— “by” and “for”—as particularly important. 12 In denying coverage, Lexington rests its case on “for.” 13 Lexington reads a right-of-control component into that wo rd. From that, it argues that because Upstream, not Precision, had a right to c ontrol Jent, his work was “for” Upstream, not Precision. Otherwise stated , Lexington argues that Upst ream’s work could not be “for” Precision unless Upst ream’s work was subject to Precision’s control. Appellant’s Opening Br. 39. We reject Lexington’s position that the word “for” in subsection B.2 requires that Precision have a right to control the work. First, as men tioned, subsection B.2

12 We note that Lexington reads past th e “by” and its signi ficance. It misreads subsection B.2 as encomp assing Upstream’s work performed for Precision. See Appellant’s Opening Br. 37, 39 (“Endorseme nt 17 simply limits additional insured coverage to those for whom Upstream performs work.”); id. at 47 (“Because Upstream did not perform work or operations for Precis ion, Precision is not entitled to any additional insured coverage.”).

13 Lexington does not contest Endorsemen t 17’s additional prerequisites to coverage—that Precision qualifies as an additional insured under subsection A above and that Precision’s liability to Jent ar ises from work pe rformed by Upstream (meaning we have no occasion to decide whether Precision’ s sole negligence as Jent pleaded in his complaint suffices to invoke covera ge under Endorsement 17).18 requires that the work be performed by Upstream. That alone requires that Upstream have had the right to control those performing its work. “Work performed by Upstream” (Jent’s supervisi on) cannot be work subjec t to Precision’s right of control. 14 Thus, we conclude that reading “f or” as Lexington does would render coverage under Endorsement 17 a nullity and result in illusory coverage. See Lexington Ins. Co. , 2018 WL 8807146, at *6 (“Lexi ngton attempts to construe the phrase ‘work for’ in such a limited and tortur ed way that it would thwart the general object of the Lexington Policies.”). The district court concluded that Jent had acted “for” Pr ecision after noting that Jent had “performed some level of safety oversight on the drilling rig and actively tried to help Precision’s employees operate the drilling rig better to make the well more productive.” Id. For several reasons, we agr ee with this approach and interpret work “by” Upstream “for” Preci sion as including work “on behalf of” Precision. First, Jent was superv ising the disassembly of Precision’s valuable property— the drilling rig. He supervised to help ensure the safety of Precision’s rig and employees. Second, the record reveals that Jent was not an unwelcome interloper thrust on Precision, but a key part of Pr ecision’s efforts. Je nt’s expertise is

14 Jent acknowledged that he was employed by Upstream at Ultra’s request, and that Upstream paid him. Jent was Upstream’s representa tive at the well site. Lexington acknowledges that Upst ream controlled Jent’s work. See Appellant’s App. vol. 3 at 689 (“Upstream retained Jent to fu lfill Upstream’s obligations to Ultra under the Ultra-Upstream contract.”).19 uncontroverted—he had “conducted a rig dow n more than 20 times.” Appellant’s App. vol. 1 at 207. Third, Precision ha d already dropped a ri g during a rig-down operation. Jent attributed that failure to Precision’s having improperly placed that rig’s pins, and he wanted to ensure th at this did not ha ppen again. Fourth, Jent worked with the Precision employees to prevent workers from being hit by flying pins when standing in the wrong place. Fo r whose benefit was the work performed by Upstream (Jent’s supervision) done? For Precision’s benefit. Further, even if we determined that “for” as used in Endorsement 17, subsection B.2 was somehow susceptible to two meanings, we would resolve the ambiguity in Precision’s favor, not Lexington’s. Century Sur. Co. v. Jim Hipner,
LLC , 2016 WY 81 ¶ 5, 377 P.3d 784, 787 (W yo. 2016) (“Where the terms [of an insurance policy] are ambiguous, they are strictly construed against the insurer . . . because insuran ce policies are contracts of adhesion where ‘the insured has little or no bargaining power to vary the terms.’” (quoting N. Fork Land & Cattle,
LLLP , ¶ 14, 362 P.3d at 346)); see also Marathon Ashland Pipe Line LLC , 243 F.3d at 1241–42 (concluding that am biguous policy language must be interpreted in favor of the additional insured).
III. Lexington Is Responsible to Cov er the Entire $3 Million Settlement. After our remand, Lexington filed a mo tion for summary j udgment, contending for the first time th at Endorsement 3 of the Umbrel la Policy sets Lexington’s policy limits at $2 million. In its pre-remand su mmary-judgment moti on, Precision sought reimbursement for the full amount of th e Jent settlement—$3 million. Back then,20 Lexington raised no policy-limi ts defense, all through the first appeal. After remand, the district court ruled that Lexington had forfeited its newl y made policy-limits argument because “Lexington did not men tion the issue of maximum coverage in their filings related to the first cross motions for summary judgment, nor did they mention it before th e [Tenth] Ci rcuit[.]” Lexington , 2018 WL 8807146, at *4. The district court noted that Lexington was its elf raising the policy-limits argument, not simply responding to a Precision argum ent (as Lexington was responding to Precision’s additional-insu red-coverage argument). Id. at *3. On appeal, Lexington argues that it did not forfeit this argument and that by ruli ng otherwise, the district court legally erred by increasing the polic y limits beyond what the policy allowed. We now turn to that argument. We choose not to consider the district c ourt’s forfeiture ruli ng, because even if it erred, Lexington would still lose. For th e reasons below, we conclude that the policy limits exceed the $3 million judgment. The General Policy contains a $1 mi llion “Each Occurrence” limit. The Umbrella Policy contains a $5 million “Each Occurren ce” limit. The Umbrella Policy’s Endorsement 3, deletes and replaces that policy’s “Section IV - Limits of Insurance.” Appellant’s App. vol. 1 at 132. Two sections of Endorsement 3 are important. First, subsection B sets the Umbrella Policy’ s limits at $5 million. Id . But Endorsement 3 further limits the amount of coverage if the conditions of subsection D apply. That subsection reads as follows:21 [T]he most we will pay for damages under this policy on behalf of any person or organization to whom you are obligated by a written “ insured contract ” to provide insurance such as is a fforded by this policy is the lesser of the limits of insurance shown in Item 3 of the Declarations or the minimum limits of insurance you agr eed to procure in such wr itten “insured contract.” Id. (emphasis added). So to decrease the po licy limits under subs ection D, Lexington must show that an “insured contract” requires a lesser amount than $5 million. Here is the $1 million-dollar question (whether policy limits here are $2 million or $3 million): Is there an “Insur ed Contract” requiring $2 mil lion in coverage, not more? The Umbrella Policy resolves this ques tion with its definition of “Insured
Contract”: “Insured Contract” means that part of any contract or agreement pertaining to your busine ss under which any “Insured” assumes the tort liability of another party to pay for “bodily injury” or “property damage” to a third person or organizati on. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Id. at 120. We read “Insured Contr act” as an indemnity contract. An indemnitor assumes another’s to rt liability to an injure d party. Here, the Master Service Agreement has a paragraph titled “Inde mnity,” but nothing in that paragraph requires Upstream (or anyone el se) to obtain insurance. Th at requirement comes in a separate paragraph (and thus in a non-“Insured Contract” part of the Master Service Agreement) titled “Insurance. ” So circling back to Endo rsement 3, subsection D, Lexington cannot show that the Master Se rvice Agreement’s indemnity provision (so its “insured contract” provi sion) requires Upstream “to provide insurance as is provided by this policy.” Thus, the polic y limits are $1 million under the General22 Policy and another $5 million under the Umbrella Policy. See Coleman Co. v. Cal.
Union Ins. Co. , 960 F.2d 1529, 1530 n.1 (10th Cir. 1992) (concluding that umbrella insurance “provides standard excess covera ge that attaches af ter a predetermined amount of primary coverage has been exhausted” (citations omitted)); see also Appellant’s App. vol. 1 at 30 (“The . . . Umbrella Policy contains a limit of $5,000,000 . . . upon exhausti on of all coverage availa ble under the . . . Primary Policy.”). Accordingly, we affirm the district court’s judgment in the amount of $3
million. 15 We acknowledge having struggled with this ques tion. After all, we understand that a more-expansive reading of “insured contract” could include both indemnity and insurance on behalf of a nother party’s liability. Furthe r, doing so would fit with subsection D’s language readi ng “to provide insurance such as is afforded by this policy.” But Lexington drafted the policy langua ge and defined “ins ured contract” as it did. If it meant Endorsement 3, subsec tion D, to reach insurance agreements as required by the Master Service Agreement it simply had to tie that to a term other than “insured contract.” Fo r now at least, Lexington has to live with its language. Shaffer v. WINhealth Partners , 2011 WY 131, ¶ 10, 261 P. 3d 708, 711 (Wyo. 2011) (internal quotation marks and citations omitte d (“[T]he parties have the right to employ

15 If Endorsement 3, subsec tion D had applied, the policy limits would have been $2 million. The Master Service Agreem ent’s Exhibit B required Upstream to procure a minimum of $1 million in “Com prehensive General Liability” insurance and a minimum of $1 million in “Excess Liability” insurance. Appellant’s App. vol. 2 at 356.23 whatever lawful terms they wi sh and courts will not rewrite them.”)). And as discussed earlier, even if we read “insured contract ” as subject to two meanings, we would still construe “insured contract” against Lexington as the drafter. See Century Sur. Co. , ¶ 5, 377 P.3d at 787; Marathon , 243 F.3d at 1241–42. IV. Precision Is Not Entitled to an Award of Prejudgment Interest or Attorneys’ Fees. The final issue is whether the district court properly denied Precision’s request for prejudgment interest and at torneys’ fees. We review a district court’s denial of prejudgment interest “for an abuse of discretion.” Malloy v. Monahan , 73 F.3d 1012, 1019 (10th Cir. 1996) (citing Zuchel v. City & Cty. of Denver, Colo. , 997 F.2d 730, 746 (10th Cir. 1993)). As support for its position, Precis ion relies on Wyo. Stat. Ann. § 26-15-124(c) (2018). In response, Lexi ngton argues that this statute affords Precision no relief because it issued the po licies in Texas, not in Wyoming as the statute requires. Precision does not address the substan ce of Lexington’s argument but rather asserts that Lexi ngton has forfeited this defens e by not raising it in its preremand motion for summary judgment. We again turn to the Precision I mandate. Because this c ourt resolved only the anti-indemnity issue in the previous app eal, we did not consider the prejudgment interest and attorn eys’ fees issue. See generally Precision I , 830 F.3d 1219. Our mandate in Precision I was broad. See id. at 1224. Aside from acknowledging that the district court had not yet decided “[b]y way of example only . . . whether Precision qualifies as an additional insure d under the Lexington policies[,]” we24 provided no other guidance or limitations for remand. See id. Consistent with this court’s precedent, “the district court [was ] to look to the mandate for any limitations on the scope of the remand and, in the abse nce of such limitations , exercise discretion in determining the appropriate scope.” See West , 646 F.3d at 749. Because we did not provide any limitations, the district cour t properly exercised its discretion in considering Lexington’s argument. As such , we do no violence to the mandate rule by considering that argument now. Addressing the merits of the issue, we agree with Lexington that Precision obtains no relief from § 26-15-124. Sec tion 26-15-101 lays out the scope of Wyoming’s insurance code. This statute allo ws prejudgment interest and attorneys’ fees for “all insurance cont racts and annuity contracts except : . . . (ii) Policies or contracts not issued for delivery in this state nor delivered in this state[.]” Id. (emphasis added). The Lexington policies were issu ed in Texas, so the Wyoming insurance code, including § 26 -15-124, is inapplicable. Precision also fails to show that Lexingt on’s refusal to reimburse Precision for the Jent settlement was unreasonable or wi thout cause as require d by § 26-15-124(c). Though it initially agreed to defend Precisi on, Lexington withdrew its defense prior to the settlement, refused to reimburse Pr ecision and Lloyd’s fo r the settlement, and instead sought a declaration that it had no obligation to reimburse Precision for the settlement because of Wyomi ng’s anti-indemnity statute. Pr ecision contends this was without cause. Precision largely hangs its argument on our prior rejection of Lexington’s anti-indemnity statute argumen t. But just because we reversed the25 district court’s ruling, th at does not by itself render Le xington’s actions per se without cause or unreasonable. The district court made no finding that Lexington’s actions were unreasonable or without cau se, as required by th e statute, and we decline to do so here. Lexington had a cogent argument for seek ing declaratory judg ment that it was not liable to reimburse Precis ion for the settleme nt with Jent. This argument is one that other jurisdicti ons have accepted. See Precision I , 830 F.3d at 1221 (this court did not find it persuasive that Oklahoma, Colorado, and Kans as have enacted statutes expressly providing suppor t for Lexington’s argument). Lexington, although ultimately unsuccessful, argued that reim bursing Precision’s settlement payment would amount to an indemnity action, which Wyoming’s anti-indemnity statute would bar. The district cour t found this argument plausibl e and in fact ruled in its favor on the issue. Though we ultimately reversed that ru ling, two different interpretations of statutory language, with one ultimatel y being unsuccessful, does not create an unreasonable withholding of payment. Paulino v. Chartis Claims, Inc. , 774 F.3d 1161, 1164 (8th Cir. 2014) (“ [T]he fact that th e insurer’s position is ultimately found to lack merit is not sufficie nt by itself to establish the first element of a bad faith claim. Rather, the fo cus is on the existence of a deba table issue, not on which party was correct.” (internal quotation marks, alterations, and cita tions omitted)). Because Precision fails to show that the district court abused its discretion and fails to adequately show that Lexington unreasonably or without cause withheld26 payment, we affirm the di strict court’s holding that Precision is not entitled to prejudgment interest or attorney s’ fees under § 26-15-124(c). On appeal, for the fi rst time, Precision argues altern atively that it is entitled to prejudgment interest under the common law. We disagree. Precision contends that it preserved this issue by requesting common- law prejudgment intere st in both rounds of summary judgment. But we see nothing there excep t a request for statutory prejudgment interest. For inst ance, in the first round of summary judgment, Precision states that it is entitl ed to recover interest “at the ra te of ten percent.” Appellant’s App. vol. 1 at 243. As Precision acknowledg es, Wyoming provides a statutory rate of ten percent for prejudgment interest, while common law provides for a seven percent rate. We disagree that Precision sought prejudgment interest under both the Wyoming statutes and its common law. The “Proposed Findings Of Fact and Conclusions of Law” also requests only statut ory interest, failing to me ntion common-law interest. In Precision’s second round of summary -judgment briefing, it requested ten percent prejudgment interest under § 25- 12-124(c), again without mentioning any common-law right. In its reply brief in its second rou nd of summary-judgment motions, Precision included a single sentence generally asserting that the court has “independent discretion to award [Precision] pre-judgment inte rest.” Appellant’s App. vol. 3 at 727. But it later requested prejudgment interest of ten percent. A single, vague request for interest in a re ply brief only, followe d by a reference to statutory prejudgment interest does not suff ice. Because Precisi on failed to request common-law interest until this appeal, Precision has waived that argument. We agree27 with the district court’s denial of Precis ion’s request for prej udgment interest and attorneys’ fees. CONCLUSION For the above reasons, we af firm the district court.