Zurich American Insurance Company of Illinois issued a workers’ compensation policy to the former parent of Accuire, LLC.
Accuire separated from its parent company and sought a short-term workers’ compensation policy from Zurich based on the experience modification rating it shared with its former parent. As payment under that agreement, Zurich charged Accuire an initial amount, which the parties agree constituted an estimate, subject to adjustment based on a payroll audit to be completed at the conclusion of the policy period.
Shortly after, the California Workers’ Compensation Insurance Rating Bureau increased Accuire’s experience modification rating and Zurich issued an endorsement reflecting this change to Accuire.
Zurich conducted its payroll audit and provided the results to Accuire. Based on the audit, Zurich demanded payment of an additional premium totaling $491,614. Accuire refused to pay because, notwithstanding any endorsements or rate changes, it claimed that Zurich had orally assured Accuire that its rates and costs would remain the same as they had been under the policy covering its former parent.
Zurich then sued Accuire for breach of contract and moved for summary judgment. Accuire failed to timely oppose the summary judgment motion under the district court’s local rules. A week after the local rule deadline passed, Accuire filed an ex parte application for leave to file a late opposition and attached its proposed response to the motion. The district court denied the application in a minute order and then granted Zurich’s motion for summary judgment.
Accuire appealed the summary judgment. The 9th Circuit Court of Appeals affirmed the summary judgment in the unpublished case of Zurich American Insurance Company of Illinois v Accuire LLC.
The district court’s order granting summary judgment analyzed and correctly rejected on the merits the defenses raised to enforcement of the contract.
Specifically, it held that under California law, Accuire’s parol evidence of prior assurances about rates and costs is inadmissible to contradict the terms of a fully integrated agreement like the one between Accuire and Zurich.
Moreover, it found similarly meritless Accuire’s claims that it cannot be bound because its representative failed to read the contract before agreeing to it, or that Zurich improperly modified rates by endorsement.
In sum, none of the purported disputes of material fact offered by Accuire on appeal precluded the district court from granting summary judgment.