from this policy which shall not inure to their benefit in any way:
...
Harrisons & Crosfield (America) Inc.
...
Harcros Inc.
...
Harrisons & Crosfield (Pacific) Inc.
In 1982, OneBeacon issued a policy to Harrisons US with
the policy no. C8-9138-007 (the "1982 OneBeacon Policy").
OneBeacon has not located a copy of the 1982 OneBeacon Policy, but
the parties agree that the 1982 OneBeacon Policy was a renewal of
the 1981 Policy. In addition, in 1982, Aviva again extended the
term of its policy issued to Harrisons Canada by one year, to
March 28, 1983.
C. Premium Evidence
The record contains a "ledger" from OneBeacon that
includes entries pertaining to payments received in connection with
the Harrisons US policies. The ledger entry for policy no. 9101-
002, the 1980 OneBeacon Policy, shows that OneBeacon received a
premium of $4,252 U.S., even though the premium amount listed on
the 1980 OneBeacon Policy was $45,530 Canadian. In addition, the
"reinsurer" column in the entry for the 1980 OneBeacon Policy lists
a reinsurer identified as "C44." However, the "reinsurer" column
of the entry for policy no. 9138-002, the 1981 OneBeacon Policy, is
left blank, showing no reinsurer at all for the 1981 OneBeacon
Policy. This entry also indicates that OneBeacon received a
$24,000 premium, which corresponds exactly with the premium amount
listed on the 1981 OneBeacon Policy. The "reinsurer" column for
the entry corresponding to the 1982 OneBeacon policy is also blank.
The ledger does not indicate that OneBeacon ever shared any of the
premiums it received for the 1981 or 1982 OneBeacon Policies with
Aviva.
D. Procedural History
In 1998, OneBeacon received notice of lawsuits against
Harrisons US for asbestos-related injuries. Based upon the
coverage it issued to Harrisons US under the 1980, 1981, and 1982
OneBeacon Policies, OneBeacon entered into a defense cost-sharing
arrangement with Harrisons US's other insurers for claims arising
from the covered period. In November 2007, OneBeacon requested
that Aviva fully indemnify OneBeacon for costs incurred in
connection with the Harrisons US claims. Aviva responded that it
would reimburse OneBeacon for only one-third of defense expenses
and indemnity payments.
On February 2, 2010, OneBeacon filed suit against Aviva
in the U.S. District Court for the District of Massachusetts.
OneBeacon sought a declaration that Aviva had a contractual
obligation to reinsure the 1980, 1981, and 1982 OneBeacon Policies
issued to Harrisons US, and also sought damages for Aviva's alleged
breach of contract. On June 24, 2011, OneBeacon and Aviva filed
cross-motions for summary judgment. On August 18, 2011, the
district court denied OneBeacon's motion and granted Aviva's. See
OneBeacon Am. Ins. Co. v. Commercial Union Assur. Co., 804 F. Supp.
2d 77 (D. Mass. 2011). The court pointed out that the Facultative
Certificate was the only contract on the record between the two
parties. See id. at 87. The court then held that because the
Facultative Certificate unambiguously stated that the term of
reinsurance ended after April 1, 1981, Aviva did not reinsure the
1981 or 1982 OneBeacon