LEWIS

v.

ALLIED WORLD SPECIALTY INSURANCE COMPANY

The parties have filed cross-motions for summary judgment on a single question—whether the applicable insurance policy covers the Plaintiffs’ claims. See generally Plaintiffs’ Motion for Partial Summary Judgment (“Plaintiffs’ MSJ”) [ECF No. 34]; Allied World’s Cross Motion for Summary Judgment and Opposition to the Plaintiffs’ Motion for Partial Summary Judgment (“Allied World’s MSJ”) [ECF No. 42].1 Because we find that the insurance policy excluded from coverage the kinds of claims the Plaintiffs have advanced here, we now GRANT Allied World’s MSJ and DENY the Plaintiffs’ MSJ.

THE FACTS²

On May¹, 2019, our Plaintiffs—Guy Lewis and Michael Tein—sued Jose M. Herrera (a lawyer) and the Herrera Law Firm, P.A., in state court, asserting claims of “civil conspiracy, aiding and abetting malicious prosecution, and abuse of process.” Plaintiffs’ Statement of Material Facts in Support of Motion for Partial Summary Judgment (“Plaintiffs’ SOF”) [ECF No. 35] ¶ 3; see also Allied World’s Statement of Material Facts in Support of Cross Motion for Summary Judgment and

Opposition to the Plaintiffs’ Motion for Partial Summary Judgment (“Allied World’s Response SOF”) [ECF No. 43] ¶ 3 (“Undisputed.”).3 The Plaintiffs (also lawyers) had represented the Miccosukee Tribe between “2005” and “approximately 2009[.]” Allied World’s SOF ¶ 10; see also Plaintiffs’ Response to Defendant’s Statement of Material Facts in Support of Cross-Motion for Summary Judgment (“Plaintiffs’ Response SOF”) [ECF No. 52] ¶ 10 (“Undisputed.”). When the relationship between the Plaintiffs and the Tribe soured, “the Tribe”—represented by Herrera and his law firm—“filed numerous lawsuits against [the] Plaintiffs.” Allied World’s SOF ¶ 10; see also Plaintiffs’ Response SOF ¶ 10 (“Undisputed.”). In these lawsuits, Herrera lobbed “‘frivolous and false’ allegations of ‘perjury and fraud on the court’” against the Plaintiffs and their firm, “Lewis Tein PL.” Allied World’s SOF ¶

Allied World’s SOF ¶ 16; Plaintiffs’ Response SOF ¶ 16 (“Undisputed.”). And this is where our Defendant comes in: “[Allied World had] issued to Herrera a Lawyers Professional Liability Insurance Policy[.]” Plaintiffs’ SOF ¶ 4; Allied World’s Response SOF ¶ 4 (“Undisputed.”); see also Allied World’s Lawyers Professional Liability Insurance Policy (the “Policy”) [ECF No. 35-3]. The Policy—subject to some exclusions—“provided Herrera with $1 million in coverage for Damages and Claim Expenses because of a Claim arising out of a Wrongful Act,” Allied World’s SOF ¶ 2 (cleaned up); Plaintiffs’ SOF ¶ 2 (“Undisputed.”), and “with Additional Coverage for Disciplinary Proceedings,” Allied World’s SOF ¶ 6; Plaintiffs’ SOF ¶ 6 (“Undisputed.”). When our Defendant received notice of the Bar’s disciplinary proceeding against Herrera, “Allied World accepted coverage for the Disciplinary Proceeding under [the Policy],” Allied World’s SOF ¶ 15; Plaintiffs’ Response SOF ¶ 15 (“Undisputed.”), and “provided defense coverage to Herrera,” Allied World’s SOF ¶ 17; Plaintiffs’ Response SOF ¶ 17 (“Undisputed.”). In its response to

Herrera, however, Allied World pointed to the Plaintiffs’ allegations that Herrera had “advanced false claims against [the Plaintiffs] for personal financial gain, and that [Herrera] prosecuted and repeated these claims before four (4) separate trial judges and in the Florida Court of Appeals.” Allied World’s Response to Notice of Disciplinary Proceeding [ECF No. 43-4] at 2. Allied World also informed Herrera that, because the Plaintiffs were claiming that Herrera’s “conduct was knowing, willful, intentional, and/or dishonest, . . . there [would be] no coverage for this matter to the extent that there is a finding, admission or final adjudication of intentional acts or omissions by or at the direction of [Herrera] as provided [by the Policy’s exclusions].” Id. at 5. Judge Dava Tunis, “who served as [the] Referee over the [disciplinary proceeding], issued her Report [of Referee] that Herrera knowingly and intentionally engaged in the complained of conduct.” Allied World’s SOF ¶ 18; Plaintiffs’ Response SOF ¶ 18 (“Undisputed.”); see also Report of Referee at 84 (“[T]he positions still espoused by [Herrera] were found to be wholly frivolous and without any legal merit. Lewis Tein were vindicated and each court found that all allegations against them were completely baseless and false.”). “On July 17, 2019, the Florida Supreme Court approved Judge Tunis’s findings of fact and recommendations as to guilt [and] approved [her] recommendation to disbar Herrera for a ten-year period.” Allied World’s SOF ¶ 19; Plaintiffs’ Response SOF ¶ 19 (“Undisputed.”). Second, after Judge Tunis entered her findings and recommendations, the Plaintiffs sued Herrera “in Miami-Dade Circuit Court on July 20, 2018.” Plaintiffs’ SOF ¶ 1; see also Allied World’s Response SOF ¶ 1 (“Undisputed.”). In their original state-court complaint, the Plaintiffs “asserted claims for malicious prosecution[.]” Plaintiffs’ SOF ¶ 2; see also Allied World’s Response SOF ¶ 2 (“Undisputed.”). Seeking to avail himself (for a second time) of the Policy’s benefits, Herrera notified “Allied World of a pre-suit demand letter” he’d received before that original complaint was filed. See Plaintiffs’ SOF ¶ 5; Allied World’s Response SOF ¶ 5 (“Undisputed.”). The Plaintiffs then amended their complaint twice. In their second amended complaint—and as relevant here—the Plaintiffs advanced “claims for civil conspiracy, aiding and abetting malicious prosecution, and abuse of process[.]” Plaintiffs’ SOF ¶ 3; Allied World’s Response SOF ¶ 3 (“Undisputed.”). Again—and now for the third time—Herrera wrote Allied World and asked for coverage under the Policy. See Plaintiffs’ SOF ¶ 7 (“After the [s]econd [a]mended [c]omplaint was filed . . . Herrera again notified Allied World.”); Allied World’s Response SOF ¶ 7 (“Undisputed.”). Citing Judge Tunis’s findings, Allied World “denied [all three of] Herrera’s request[s] for coverage”—the first in response to the notice of the pre-suit demand, the second in response to the notice of the original complaint, and finally in response to the notice of the second amended complaint. See Plaintiffs’ SOF ¶¶ 5–7; Allied World’s Response SOF ¶¶ 5–7(“Undisputed.”). Having thus failed to obtain coverage from Allied World, Herrera settled the Plaintiffs’ claims for $22,097,987. See Plaintiffs’ SOF ¶ 8; Allied World’s Response SOF ¶ 8 (“Undisputed.”). “As part of that settlement,

the Plaintiffs agreed never to collect from Herrera, who then assigned to the Plaintiffs his right to sue his insurer, Allied World.” Order Granting the Motion for Reconsideration [ECF No. 32] at 1.4 With that Coblentz agreement in hand, the Plaintiffs filed this lawsuit, advancing two claims against Allied World: a breach-of-contract claim (Count I) and a bad-faith claim (Count II)—both stemming from Allied World’s alleged refusal (a) to defend Herrera in the underlying lawsuit and (b) to tender the policy limits (of $1,000,000). See Complaint [ECF No. 1] at 5–7.5 This Order follows.

THE LAW

Summary judgment is appropriate when “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” FED. R. CIV. P. 56(a). “By its very terms, this standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247–48 (1986).

ANALYSIS

As we’ve said, the parties’ dispute centers around one question—whether the Policy covers the Plaintiffs’ claims. See Plaintiffs’ MSJ at 14 (“Plaintiffs Lewis and Tein respectfully request that the Court grant partial summary judgment on the threshold elements of both their claims—specifically, the existence of insurance coverage and a wrongful denial of a defense to Herrera under that coverage by Allied World.”); Allied Word’s MSJ at 18 (“Allied World respectfully submits that the Court should deny Plaintiffs’ Motion for Partial Summary Judgment and grant Allied World’s Cross Motion for Summary Judgment on the issue of coverage.”). In Allied World’s view, “[t]he [Policy] provided Herrera with $1 million in coverage for ‘Damages’ and ‘Claim Expenses’ because of a ‘Claim’ arising out of a ‘Wrongful Act.’” Allied World’s MSJ at 3–4 (quoting the Policy at 14). But, just a few pages later, “[the Policy] also expressly excluded certain conduct” from coverage. Id. at 5 (citing the Policy at 21). Since Herrera’s conduct—the conduct the Plaintiffs are claiming coverage for here—fell squarely within the ambit of that exclusion, Allied World maintains that “[t]he Policy unambiguously bar[red] coverage.” Id. at 9; see also id. at 10 (“This exclusion was triggered by Judge Tunis’s findings that Herrera engaged in intentional, fraudulent, or dishonest acts, and coverage is therefore barred for [the] Plaintiffs’ claims.”). And this makes sense. See Travelers Indem. Co. of Conn. v. Richard Mckenzie & Sons, Inc., 10 F. 4th 1255, 1261 (11th Cir. 2021) (“But of course, because the lawsuit must be for something covered by the insurance policy, ‘the insurer has no duty to defend’ when ‘the pleadings show the applicability of a policy exclusion.’” (quoting State Farm Fire & Cas. Co. v. Tippett, 864 So. 2d 31, 35 (Fla. 4th DCA 2003))).⁶ “‘Under Florida law, insurance contracts are construed according to their plain meaning.’” State Farm Mut. Auto. Ins. Co. v. Baldassini, 909 F. Supp. 2d 1363, 1366 (S.D. Fla. 2012) (Rosenbaum, J.), aff’d, 545 F. App’x 842 (11th Cir. 2013) (quoting Garcia v. Fed. Ins. Co., 969 So. 2d 288, 291–92 (Fla. 2007)). “[A]n insurance policy should be read ‘as a whole, endeavoring to give every provision its full meaning and operative effect.’” SA Palm Beach, LLC v. Certain Underwriters at Lloyd’s London, 32 F. 4th 1347, 1356 (11th Cir. 2022) (quoting U.S. Fire Ins. Co. v. J.S.U.B., Inc., 979 So. 2d 871, 877 (Fla. 2007)). Indeed, “when policy exclusions are unambiguous, courts must enforce them according to their plain meaning.” Westport Ins. Corp. v. Law Offices of Gerald J. Lindor, P.A., 2009 WL 722254, at *2 (S.D. Fla. Mar. 18, 2009) (Huck, J.) (citing Deni Assocs. v. State Farm Fire & Cas. Ins. Co., 711 So. 2d 1135, 1139 (Fla. 1998) (emphasis added)); see also Travelers Indem. Co., 10 F. 4th at 1264 (“When ‘a policy provision is clear and unambiguous, it should be enforced according to its terms whether it is a basic policy provision or an exclusionary provision.’” (quoting Taurus Holdings, Inc. v. U.S. Fid. & Guar. Co., 913 So. 2d 528, 532 (Fla. 2005))). And, since “[t]he words of a governing text are of paramount concern, what they convey, in their context, is what the text means.” A. SCALIA & B. GARNER, READING LAW: THE INTERPRETATION OF LEGAL TEXTS 56 (2012). We begin, therefore, with the words of the Policy. In describing the scope of available coverage, the Policy says:

A. COVERAGE

The Insurer will pay on behalf of an Insured, subject to the Limits of Liability shown in the Declarations, all amounts in excess of the Retention shown in the Declarations,

made to or against any Insured seeking to hold such Insured responsible for damages for a Wrongful Act. A Claim does not include criminal proceedings of any type, or any proceeding that seeks injunctive, declaratory, equitable or non-pecuniary relief or remedies of any type. Id. at 17 (emphasis added). “DAMAGES” under the Policy means “the monetary portion of any judgment, award or settlement, including pre-and post-judgment interest.” Id. at 18. And “WRONGFUL ACT” means: 1. an actual or alleged act, error or omission by an Insured, solely in the performance of or failure to perform Legal Services; 2. an actual or alleged Personal Injury committed by any Insured, solely in the performance of or failure to perform Legal Services; or 3. a Non-Profit Director and Officer Wrongful Act.

2.

Id. at 20. The second kind of Wrongful Act—an “actual or alleged Personal Injury committed by any Insured, solely in the performance or failure to perform Legal Services”—is the one at issue here. Again, the Policy helpfully defines the relevant terms. “PERSONAL INJURY,” it says, “means libel, slander, violation of a right to privacy, false arrest, detention, imprisonment, wrongful entry, eviction, malicious prosecution or abuse of process, when insurable under the law pursuant to which this Policy shall be construed.” Ibid. And “LEGAL SERVICES,” it continues, “means those services performed on behalf of the Named Insured for others by an Insured as a licensed lawyer in good standing . . . or in any other fiduciary capacity, but only where such services were performed in the ordinary course of the Insured’s activities as a lawyer.” Id. at 19. The parties agree that Herrera’s conduct falls neatly into this initial definition of coverage because Herrera plainly engaged in a “Wrongful Act” under the Policy. See Plaintiffs’ MSJ at 10 (“The [State Civil Action] brought claims based on two of those covered intentional torts—malicious prosecution and abuse of process—against Herrera.” (emphasis added)); Allied World’s MSJ at 11 (“Stated differently, the Policy provided coverage for alleged intentional, fraudulent, or dishonest acts, but then excluded coverage[.]” (emphasis added)). As we’ve hinted, however, the parties disagree about whether the Policy, having provided this initial band of coverage, then excluded the kinds of claims the Plaintiffs have brought here. For its view, Allied World points us to the Policy’s Exclusion B, which says:

B. This Policy shall not apply to any Claim or Disciplinary Proceeding based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving, in whole or in part:

1. any intentional, criminal, fraudulent, malicious or dishonest act or omission by or at the direction of an Insured; provided, however, that this Exclusion shall not apply unless there has been a finding, admission, or final adjudication, in a proceeding constituting the Claim or in a proceeding separate from or collateral to the Claim.

Policy at 21 (emphasis added). One important thing to note about this exclusion is that, while it excludes “intentional, criminal, fraudulent, malicious or dishonest” acts or omissions in some cases, it doesn’t exclude them in all cases. By its own terms, in fact, it only excludes them when “there has been a finding, admission, or final adjudication, in a proceeding constituting the Claim or in a proceeding separate from or collateral to the Claim.” Ibid. And this, as we’ll explain in a minute, is where the Plaintiffs’ principal contention unravels because (contra the Plaintiffs’ position) this exclusion doesn’t vitiate the Policy’s coverage promise in all cases. It thus doesn’t render the Policy’s coverage provision illusory. Instead, as we’ve seen, the Policy covers, among other things, claims of malicious prosecution and abuse of process unless there’s been “a finding, admission, or final adjudication”—in which case, as the Policy makes plain, claims of malicious prosecution (or abuse of process) are not covered. It’s true that the Policy doesn’t explicitly spell out what constitutes “a finding, admission, or final adjudication.” But the word “admission,” in this context, can only mean one thing: an admission of liability. See Admission, MERRIAM-WEBSTER.COM DICTIONARY, https://www.merriam-webster.com /dictionary/admission (last visited June 5, 2023) (defining admission as “the granting of an argument or position not fully proved: the act of acknowledging something asserted; acknowledgment that a fact or statement is true; [and] a revealing statement” (emphases added)). In the context of claims, accusations, and lawsuits, after all, the argument or position one is “granting”—the assertion, fact, or statement one is “acknowledging”—is the accusing party’s claim itself. Indeed, in the context of claims, accusations, and lawsuits, it would make no sense for the accused party to “admit” that he is not liable. That’s why, for instance, a criminal defendant “admits” his guilt at a change-of-plea hearing, see, e.g., Spriggs v. United States, 2022 WL 2345758, at *7 (11th Cir. June 29, 2022), cert. denied, 143 S. Ct. 983 (2023) (“[I]n addition to constituting a waiver of certain constitutional rights, ‘a guilty plea is an admission of all the elements of a formal criminal charge[.]’” (quoting McCarthy v. United States, 394 U.S. 459, 466 (1969))); Finch v. Vaughn, 67 F. 3d 909, 914 (11th Cir. 1995) (“A guilty plea is an admission of criminal conduct as well as the waiver of the right to trial.”(citing Brady v. United States, 397 U.S. 742, 748 (1970) (“But the plea is more than an admission of past conduct; it is the defendant’s consent that judgment of conviction may be entered without a trial[.]”)), and (conversely) it’s why settlement agreements so often make clear that the settling defendant does not “admit” liability, see, e.g., In re Home Depot Inc., 931 F. 3d 1065, 1087 n.21 (11th Cir. 2019) (“It would be a contradiction in terms to identify one side as the prevailing party in a settlement, especially when, as here, the defendant does not admit to liability.”); Robinson v. Kimbrough, 652 F. 2d 458, 465 n.9 (5th Cir. Aug. 3, 1981) (“The fact that defendants in the instant case have never expressly admitted liability is of little consequence since defendants rarely admit responsibility in suits terminated by consent judgments or voluntary action.” (emphasis added)).⁸ And—absent strong evidence to the contrary—we generally construe the words of a contract in accordance with their plain and ordinary meaning. See SCALIA & GARNER at 69 (“Words are to be understood in their ordinary, everyday meanings—unless the context indicates that they bear a technical sense.”); see also GEICO Marine Ins. Co. v. Shackleford, 945 F. 3d 1135, 1143 (11th Cir. 2019) (“Florida gives words in an insurance contract their ordinary meaning, which requires reading the words in context.”). When the Policy’s Exclusion B talks about an “admission,” in other words, it must be referring to an admission of liability. Having thus defined the word admission as it appears in the exclusion, we can easily construe the rest of this part of the exclusion. That’s because, under one of our better-established contextual canons (noscitur a sociis), “[a]ssociated words bear on one another’s meaning.” SCALIA & GARNER at 195. And, given the unambiguous meaning of the word admission in this context, the associated words—“finding” or “final adjudication”—must likewise mean a finding or final adjudication of liability. So, while the Policy provides coverage for claims of malicious prosecution or abuse of process,

In spite of record evidence throughout the pendency of the disciplinary proceedings, including the sanction hearing, [Herrera] continued to espouse positions in contravention of all previous court rulings. The evidence available shows he did so in a knowing and intentional manner with utter disregard for the consequence of his conduct to all of the parties: Mr. Lewis, Mr. Tein, . . . . Thus, this applies not only to [Herrera’s] conduct but shows his inability or unwillingness to recognize the consequences of his actions. . . .

This case does not present an isolated incident of misconduct. Thus, of extraordinary importance are [Herrera’s] repeated actions, over a period of years, up to and including the disciplinary and sanction hearings.

Report of Referee at 84–86; see also id. at 87 (“[Herrera] assisted [the Tribe] behind the scenes in presenting the frivolous and false allegations [against the Plaintiffs] of ‘perjury and fraud on the court’ in the Dresnick proceedings, as well as the ‘fake loan’ scheme pursued by the Tribe in the Thornton case.”); id. at 89–90 (“In asserting ‘fake loans’ [Herrera] states that there are no specific deductions entitled ‘attorney’s fees’ . . . . This assertion omits pertinent information and thereby misled the underlying courts . . . . [Herrera] knew these pertinent facts which he omitted.”). The Plaintiffs, for their part, don’t dispute Allied World’s characterization of the nature of Judge Tunis’s findings. See Allied World’s SOF ¶ 18 (“On March 28, 2018, Judge Dava Tunis, who served as Referee over the proceedings, issued her Report finding that Herrera knowingly and intentionally engaged in the complained of conduct.” (emphasis added)); see also Plaintiffs’ Response SOF ¶ 18 (“Undisputed.”).⁹ Nor do they suggest that her findings didn’t trigger Exclusion B. See generally Plaintiffs’ MSJ; Plaintiffs’ Response.10 Instead, they insist that the Exclusion is unenforceable for two interrelated reasons—both unavailing. First, they say (in an argument whose demise we’ve foreshadowed) that “Florida law squarely prohibits an insurance policy from granting coverage in one paragraph and excluding precisely that same coverage in another.” Plaintiffs’ MSJ at 10. Second, they contend (in an argument derived

Both arguments rely on the Plaintiffs’ view that the Policy is illusory because its Exclusion B swallows up all of its available coverage. Here, as we’ve suggested, the Plaintiffs are mistaken. To understand why, it may be helpful to think of two concentric circles: the first (which we’ll call the Coverage Circle) includes everything the Policy covers; the second (the Exclusion Circle) contains all the things the Policy excludes. For the Plaintiffs to prevail here, the circumference of the Exclusion Circle must equal or exceed the circumference of the Coverage Circle. In other words, “an insurance policy can both provide coverage and also exclude some things that might otherwise fall within that coverage. That’s not a conflict. It’s just an exclusion.” Travelers Indem. Co., 10 F. 4th at 1265. “Coverage is illusory under Florida law only if the insurance policy grants coverage with one hand and then with the other completely takes away the entirety of that same coverage. Completeness is key.” Ibid. (emphases added). “[T]here is,” then, “a dispositive difference between complete contradiction or complete negation and merely excepting some or many or even most things from coverage. Coverage is not illusory if the policy ‘simply excludes coverage for a subset of claims that would ordinarily fall within the policy’s insuring provisions.’” Id. at 1266 (quoting Zucker for BankUnited Fin. Corp. v. U.S. Specialty Ins. Co., 856 F. 3d 1343, 1352 (11th Cir. 2017) (emphases added)). So, an exclusion that only “takes a nibble, or even a big bite, out of” coverage isn’t enough to render a policy illusory because an “[e]xclusion can be significant without completely contradicting the insuring provisions.” Ibid. (citing Warwick Corp. v. Turetsky, 227 So. 3d 621, 626 (Fla. 4th DCA 2017 (cleaned up)). As our Circuit has explained: The difference [between illusory and non-illusory policies] can be illustrated with examples. An insurance policy that purports to cover certain intentional torts, but excludes intended acts is illusory. So is a policy that states it covers parasailing but excludes watercrafts. In those situations, the category of coverage is smaller than the category of exclusion; it’s impossible to do the covered activity without also doing the excluded activity.

On the other hand, a policy is not illusory if it covers advertising injury but excludes advertising injury arising out of a violation of any statute, ordinance or regulation; that’s just a coverage provision with an exception, even if the exception is a significant one. A policy also is not illusory when it excludes all claims for incidents arising out of conduct occurring before a certain date, such as barring coverage for losses arising out of bank officers’ pre-November 2008 conduct, even when those are the very claims most likely to be made. In those situations, the category of coverage is bigger than the category of exclusion; it is possible to do the covered activity without also doing the excluded activity.

Travelers Indem. Co., 10 F. 4th at 1266 (cleaned up). And that’s all the Plaintiffs’ cases say—that an insurance policy is illusory (and thus unenforceable) only when its “limitations or exclusions completely contradict insuring provisions[.]” Purrelli v. State Farm Fire & Cas. Co., 698 So. 2d 618, 620 (Fla. 2d DCA 1997) (emphasis added); see also Tire Kingdom, Inc. v. First S. Ins. Co., 573 So. 2d 885, 887 (Fla. 3d DCA 1990) (“The policy in this case attempts to provide coverage for certain advertising activities and then exclude those same activities.” (emphasis added)); Lincoln Nat’l Health & Cas. Ins. Co. v. Brown, 782 F. Supp. 110, 113 (M.D. Ga. 1992) (“Therefore, the court finds that this policy contains two conflicting provisions.” (cleaned up)); Lineberry v. State Farm Fire & Cas. Co., 885 F. Supp. 1095, 1099 (M.D. Tenn. 1995) (“In the instant case, the umbrella policy expressly covered injuries resulting from invasion of the right of privacy, an inherently intentional tort, but excluded injuries which were intended or expected. Therefore, the Court finds the coverage is illusory, and the policy is ambiguous and must be interpreted against the insurer and in favor of the insured.”). Which brings us back to our case—where the Coverage Circle is, as we’re about to see, necessarily larger than the Exclusion Circle in all the ways that matter here. As we’ve said, the Coverage Circle includes, among many other things, malicious-prosecution or abuse-of-process claims for which Herrera was “legally obligated to pay . . . Damages[.]” Policy at 14. And (the Coverage provision goes on) these “Damages” might arise in one of three scenarios: where there’s been a “judgment,” an “award,” or a “settlement.” Id. at 18. The Exclusion Circle, by contrast, includes only those cases in which the veracity of a malicious-prosecution or abuse-of-process claim has been affirmed, as it were, in “a finding, admission, or final adjudication[.]” Id. at 21. Looking at these two clauses together, the careful observer will quickly notice a scenario that both falls into the Coverage provision and yet fails to trigger the Exclusion. That scenario, of course, is one in which Herrera settles a malicious-prosecution or abuse-of-process claim—thus legally obligating him to pay Damages—without admitting liability. In this scenario, Herrera would be legally obligated to pay “the monetary portion of any . . . settlement,” Policy at 18—i.e., “Damages”—without a concomitant “finding, admission, or final adjudication” of any kind, id. at 21.11 Since the Coverage Circle is thus larger than the Exclusion

interpretation.”); Monahan v. C.I.R., 321 F. 3d 1063, 1068 (11th Cir. 2003) (“Principles governing general contract law apply to interpret settlement agreements.”); see also Meeks v. Newcomb, 822 F. App’x 865, 867 (11th Cir. 2020) (reversing district court’s denial of the plaintiff’s motion to enforce a settlement agreement because “it plainly [bound]” both defendants “to ensure payment of $100,000. [The Defendant] Newcomb cannot escape that result now that his co-obligor has declared bankruptcy. Because the terms of the settlement agreement are unambiguous, the district court was required to enforce the agreement as written.”). 12 For what it’s worth, we would’ve found the Policy enforceable even if it had provided coverage only in “extraordinary circumstances that are unlikely to occur.” See Travelers Indem. Co., 10 F. 4th at 1266 (“Exclusions do not render coverage illusory even if they make the coverage depend on extraordinary circumstances that are unlikely to occur. Because the Policy allows for these possibilities, no contradiction exists.” (cleaned up)). Pursuant to Rule 58, we'll enter final judgment separately. The Clerk of Court shall CLOSE this case and DENY all other pending motions as moot. DONE AND ORDERED in the Southern District of Florida on June⁶, 2023.

ROY K. ALTMAN

UNITED STATES DISTRICT JUDGE cc: counsel of record