Melendez v. Hallmark Insurance

OPINION KESSLER, Judge. ¶ 1 Plaintiff/Appellant Martina Ramos Melendez (“Melendez”) appeals the superior court’s grant of summary judgment in favor of Defendant/Appellee Hallmark Insurance Company (“Hallmark”). The court held that the form Hallmark used to offer Melendez uninsured and underinsured motorists coverage (“UM” and “UIM”) complied with Arizona Revised Statutes (“AR.S.”) section 20-259.01 (Supp. 2012).1 We hold that the offer did not comply with the statute because it did not include any information about any premium for UM and UIM coverage and thus could not create a binding contract if Melendez had accepted such coverage. Accordingly, we reverse the judgment and remand this case to the superior court with instructions to enter summary judgment in favor of Melendez. FACTUAL AND PROCEDURAL HISTORY ¶ 2 The material facts are not in dispute. Melendez owned a vehicle insured by Hallmark when she and two passengers (C.G. and L.C.) were involved in a collision. As a result of the collision, Melendez sustained injuries resulting in nearly $36,000 in medical expenses. L.C.’s medical bills totaled about $5500, and C.G.’s medical bills were more than $95,000. The motorist at fault for the collision carried insurance liability with limits of $50,000/$100,000, and compensation was allocated as follows: Melendez ($50,000); L.C. ($10,000); and C.G. ($40,000). ¶ 3 Melendez filed a UIM claim with Hallmark. Hallmark denied compensation on the basis that Melendez had executed a form rejecting UM/UIM coverage. Melendez then 329 filed a complaint against Hallmark asserting that she is entitled to UIM coverage.2 After Hallmark answered and denied the allegations, Melendez filed a motion for partial summary judgment maintaining that she was not offered UM/UIM coverage because the form did not provide adequate information to accept or reject the offer of coverage. Melendez argued that “[t]he bare UIM/UM Selection Rejection Form with no premium quotes ... does not adequately offer insurance pursuant to [A.R.S. § 20-259.01], and does not comport with the [Arizona] Department of Insuranee’[s] own directive (see [A.R.S. §§ ] 20-398 [ (Supp.2012) ] and 20-1111 [ (2010) ]) and Regulatory Bulletin 2003-3.” Relying on Tallent v. National General Insurance Company, 185 Ariz. 266, 915 P.2d 665 (1996), Melendez asserted that “[a]n offer must contain ‘definite terms,’ including terms that enable the offered to assent to such definite terms” and that “[t]he absence of the definite term of the ‘offer’ (i.e. the premium) preclude[d] the Selection Rejection Form from constituting an ‘offer’ pursuant to [AR.S. § 20-259.01].” ¶ 4 In support of her motion, Melendez attached the declarations page of her Hallmark insurance policy reflecting her premium and coverages including the rejection of UM/UIM coverage, as well as the UM/UIM seleetion/rejection form she signed in 2009. That form generally described UM/UIM coverage, but did not include any coverage amounts or premiums, and expressly provided that “no coverage is provided by this document.” It then suggests the insured contact Hallmark “or your agent” if the insured has any questions about UM/UIM coverage and/or the amount of coverage available. Hallmark’s form specifies that Hallmark “will provide Uninsured/Underin-sured Motorist coverage in the same amount as the policy’s Bodily Injury Liability Limit” unless the insured rejects coverage or selects a lower amount of coverage. Melendez also attached a 2010 letter from the Arizona Department of Insurance (“ADOI”) informing Hallmark that the UM/UIM selection/rejection form submitted to ADOI failed to conform to the sample forms in ADOI’s Regulatory Bulletin 2003-03. The letter informed Hallmark that ADOI was giving it an opportunity to cure deficiencies or withdraw the filing. Citing A.R.S. §§ 20-398(A) and -1111, ADOI warned that if Hallmark did not comply, it would “disapprove the filing as ambiguous, misleading or deceptive or otherwise failing to comply with Arizona law.” According to ADOI, the UM/UIM form was deficient, in part, because: The submitted forms do not comply with Arizona statutes ... The UNINSURED AND UNDERINSURED MOTORIST COVERAGE SELECTION FORM fails to conform to the forms included in our Regulatory Bulletin 2003-03. The form must include the company name and essentially the same information as the form included with the [Regulatory Bulletin 2003-3] (including Bodily Injury Limit on the policy and a place to show the premium for [UM and UIM] Coverages). ¶ 5 Hallmark simultaneously responded to Melendez’s motion for partial summary judgment and filed a cross-motion for partial summary judgment. Although Hallmark expressly agreed with Melendez’s statement of material facts, it maintained that A.R.S. § 20-259.01(B) does not specify anything other than that a “written offer” must be made to the insured and noted that the statute does not define what constitutes an “offer.” Relying primarily on Tallent, 185 Ariz. at 267-68, 915 P.2d at 666-67, and Garcia v. Farmers Insurance Company of Arizona, 191 Ariz. 410, 411-12, 956 P.2d 537, 538-39 (App.1998), Hallmark maintained that its selection/rejection form was a valid offer of UM/UIM coverage. Hallmark argued that common-law contract principles do not govern what constitutes a valid offer and that its offer was valid because a premium quote is not necessary to offer UM/UIM coverage under A.R.S. § 20-259.01. Hallmark did not dispute Melendez’s assertion that ADOI disapproved of Hallmark’s UM/UIM form, but rather argued that under A.R.S. § 20-259.01 it was not required to make an offer on an ADOI approved form. Hallmark maintained that the use of an ADOI approved form was 330 an acceptable, but not mandatory, method of offering UM/UIM coverage. ¶ 6 The superior court determined that under Garcia, Hallmark’s seleetion/rejection form was sufficient enough for an offer because it stated that Melendez had the right to get UM/UIM coverage in an amount equal to her liability limits, permitted the selection of lower limits, and permitted rejection of the coverage. The court did not think that the determination in Garcia was inconsistent with the statute and stated that “if I were writing [on] a blank page, I am not sure that that is how I would do it, but I think I am bound by Garcia." Accordingly, the court granted Hallmark’s motion and denied Melendez’s motion. Melendez filed a notice of appeal. Thereafter, the superior court entered a final signed judgment. Melendez filed an amended notice of appeal from the final signed judgment. We have jurisdiction pursuant to A.R.S. § 12-2101(A)(1) (Supp. 2012). ISSUE ON APPEAL ¶ 7 Melendez contends that the selection/rejection form for UM/UIM insurance coverage did not constitute an “offer” for purposes of A.R.S. § 20-259.01 because it failed to quote a premium price for the coverage and therefore lacked a certain and definite term necessary for a valid “offer” as that term has been defined by the Arizona Supreme Court. Melendez argues that because a premium was not quoted in the selection/rejection form she did not have adequate information to accept or reject the offer of UM/UIM coverage. ¶ 8 Hallmark maintains that the seleetion/rejection form provided sufficient information to hold out UM/UIM coverage such that a reasonable person would have understood the coverage was being offered for purchase and to trigger Melendez to ask questions such as the premium amount. DISCUSSION ¶ 9 We review de novo whether summary judgment is warranted including whether any genuine issues of material fact exist and whether the superior court properly applied the law. Eller Media Co. v. City of Tucson, 198 Ariz. 127, 130, ¶ 4, 7 P.3d 136, 139 (App.2000). We construe all facts in favor of the nonmoving party. Yollin v. City of Glendale, 219 Ariz. 24, 27, ¶ 6, 191 P.3d 1040, 1043 (App. 2008). We will affirm the superior court if its determination “is correct for any reason, even if that reason was not considered” by the court. Hill v. Safford Unified Sch. Dist., 191 Ariz. 110, 112, 952 P.2d 754, 756 (App.1997); accord Gary Outdoor Adver. Co. v. Sun Lodge, Inc., 133 Ariz. 240, 242, 650 P.2d 1222, 1224 (1982) (stating “trial court will be affirmed when it reaches the correct conclusion even if it does so for an incorrect reason”). ¶ 10 We review issues of statutory construction de novo. Blevins v. Gov’t Emps. Ins. Co., 227 Ariz. 456, 459, ¶ 13, 258 P.3d 274, 277 (App.2011). In construing a statute, we attempt to give effect to the legislative intent and, if the statutory language is clear and unambiguous, we should not look beyond that language but simply apply it on the assumption that the legislature meant what it said. Id. In construing statutory language, we use the common meanings of terms that are not defined by statute. Id. Section 20-259.01 is a remedial statute meant to encourage drivers to obtain UM and UIM insurance and is thus read liberally to “guarantee that responsible drivers will have an opportunity to protect themselves and their loved ones as they would others.” Id. at ¶ 14 (citations and internal quotation marks omitted). Accordingly, we require strict compliance with A.R.S. § 20-259.01. Id. at 460, ¶ 14, 258 P.3d at 278. In construing and applying a statute dealing with offers of insurance, we can and should incorporate contract principles since an insurance policy is a contract. A.R.S. §§ 20-103(A) (Supp.2012) (“‘insurance’ is a contract”), -104 (2002) (defining insurer as “every person engaged in the business of making contracts of insurance”); see also Tallent, 185 Ariz. at 267-68, 915 P.2d at 666-67 (holding that the term offer was not defined by statute and in construing term, court would be guided by general contract principles). 331 I. Hallmark’s Form Did Not Make a Binding Offer ¶ 11 Section 20-259.01(B) requires that an insurer must “make available ... and shall by written notice offer the insured ... under-insured motorist coverage.” (Emphasis added.) 3 ¶ 12 Melendez asserts that because Hallmark’s UM/UIM selection/rejeetion form did not quote a premium price, she was not offered UM/UIM coverage within the meaning of the statute.4 We agree. Based on the contract principles governing an “offer” for purposes of A.R.S. § 12-259.01 enunciated in Tallent, 185 Ariz. at 267-68, 915 P.2d at 666-67, and Ballesteros v. American Standard Insurance Company of Wisconsin, 226 Ariz. 345, 348-49, ¶¶ 13-14, 248 P.3d 193, 196-97 (2011), the form here does not constitute an offer of UM/UIM coverage. While Garcia is distinguishable for the reasons stated below, insofar as our holding conflicts with Garcia, we disagree with Garcia because a valid written offer of UM/UIM coverage for purposes of A.R.S. § 12-259.01 must include premium prices for the amount of coverage requested and is not binding until the premium is communicated and agreed upon. ¶ 13 Our supreme court in Tallent explained that the term “offer” in A.R.S. § 12-259.01 was not defined by statute, and applied general contract principles in construing the term. 185 Ariz. at 267-68, 915 P.2d at 666-67. Specifically, Tallent stated: to make an offer is simply “[t]o bring to or before; to present for acceptance or rejection; to hold out or proffer; to make a proposal to; to exhibit something that may be taken or received or not.” Black’s Law Dictionary 1081 (6th ed.1990); see Joseph M. Perillo, Corbin on Contracts § 1.11 (revised ed.1993) (“An offer is an expression by one party of assent to certain definite terms, provided that the other party involved in the bargaining transaction unll likewise express assent to the same terms.”)-, Restatement (Second) of Contracts § 24 (1981) (“An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”). Id. (emphasis added).5 ¶ 14 Recently, in Ballesteros, our supreme court approvingly cited Tallent and elaborated upon the definition of an “offer” stating that: “[In Tallent,] [w]e cited with approval the Second Restatement of Contracts’ [§ 24] definition of an offer as ‘the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.’ ” 226 Ariz. at 348, ¶ 13, 248 P.3d at 196 (quoting Tallent, 185 Ariz. at 268, 915 P.2d at 667) (emphasis added). Balleste-ros determined that whether an offer for purposes of A.R.S. § 20-259.01 has been made depends on “whether a reasonable per 332 son would understand that an offer has been made and that, upon acceptance, the offeror would be bound.” Id. (emphasis added). Ballesteros explained that: Under contract principles ... the test is objective: [wjhether an offer was made turns only on whether a reasonable person would understand that a proposal of terms was made, not on [the insured’s] subjective understanding of the offer form. The of-feree need not understand the content of an offer in order to bind the offeror----[Section] 20-259.01 ... requires only that the insurer make an offer that, if accepted, would bind the insurer to provide the offered coverage. Id. at 349, ¶ 14, 248 P.3d at 197 (emphasis added).6 ¶ 15 The form used here, attached as Appendix A to this decision, indicates that the UIM coverage is available for purchase at liability limits equal to or less than the insured’s policy liability limits. An insured who wants to select coverage at an amount less than the policy limits may specify an amount of desired coverage on a per person/oceurrence basis. The form also provides the option of entirely rejecting UIM coverage.7 In addition, the form provides space next to each option for the insured to select the desired option and a place to initial the selection. However, the form does not include any space for inserting a premium amount for the optional but unstated selected coverage amounts and states that “no coverage is provided by this document.” The form is similar to the sample form attached to ADOI Regulatory Bulletin 2003-03 except the Hallmark form lacks premium prices, does not include a blank space wherein a premium price may be listed and states that signing the form does not provide coverage.8 ¶ 16 A UM/UIM selection/rejection form that lacks premium prices and optional coverage amounts, and which tells the insured that the form does not provide coverage, does not objectively communicate a “proposal of terms” and would not lead a reasonable person to understand that an offer is being made that, if accepted, would bind the offer- or. See id. at 348, ¶ 13, 248 P.3d at 196. Such a form does not manifest a willingness to enter into a bargain such that an insured would be justified “in understanding that ... assent to th[e] bargain is invited and will conclude it.” Id. (citing Tallent, 185 Ariz. at 268, 915 P.2d at 667). The Hallmark form does not sufficiently offer UM/UIM coverage because it does not convey “an expression by one party of assent to certain definite terms, provided that the other party involved in the bargaining transaction will likewise express assent to the same terms.” Tallent, 185 Ariz. at 268, 915 P.2d at 667 (quoting Joseph M. Perillo, Corbin on Contracts § 1.11 (revised ed.1993)). ¶ 17 Our determination is also supported by ADOI’s interpretation of A.R.S. § 20-259.01 as reflected in the ADOI Regulatory Bulletin 2003-03 and the 2010 letter of non compliance ADOI sent to Hallmark. The Director of Insurance administers ADOI and is responsible for enforcing Arizona insurance laws. A.R.S. §§ 20-101 (2002), -141 (Supp.2012), -142 (Supp.2012). As such, the Director has been given broad powers .to implement and enforce insurance laws. Id. As pertinent here, the legislature specifically invoked the Director’s authority to promulgate UM/UIM rejection/selection forms by providing that the “rejection of coverage by a named insured or applicant on a form approved by the director is valid for all insureds under the policy.” AR.S. § 20-259.01(A). Furthermore, the legislature has 333 given the Director broad authority to approve or disapprove any “policy form applying to insurance.” See A.R.S. §§ 20-398, - 1111. ¶ 18 “Judicial deference should be given to agencies charged with the responsibility of carrying out specific legislation____” U.S. Parking Sys. v. City of Phoenix, 160 Ariz. 210, 211, 772 P.2d 33, 34 (App.1989). We therefore afford great deference to ADOI’s interpretation of this statute as it has been charged with enforcing it, see id,., although the court is the final authority on issues of statutory construction. As an exhibit to her motion for summary judgment, Melendez attached a 2010 letter from ADOI to Hallmark wherein Hallmark was warned that its UM/UIM selection/rejection form was not compliant with Arizona law because it lacked a place for premium prices. See supra ¶ 4. The ADOI letter clearly informed Hallmark that ADOI would disapprove the form pursuant to its authority in A.R.S. §§ 20-398(A) and -llll.9 ¶ 19 Our interpretation of A.R.S. § 12-259.01 is consistent with the stated purpose of the statute, which we must read liberally and must be strictly complied with to effect the legislative intent to encourage potential insureds to obtain UM and UIM coverage to protect their loved ones. See supra ¶ 10. Hallmark’s interpretation of the statute conflicts with those standards. By Hallmark’s reading of the statute, a reasonable person who might want to buy UM/UIM insurance could conclude that he and the proposed insurer were bound simply by the insured inserting a number in the blank for the amount of UM/UIM coverage without any space for the insurer to inform the insured the amount of the premium and when the form says it does not provide coverage. By that reasoning, a lawyer attempting to buy malpractice insurance and the insurer would be bound by an application for insurance in which the premium was left blank and might be dependent on the amount of coverage and/or the purchaser’s risks. Moreover, unlike purchasing a can of soup or a car, for which a buyer can read the pricing labels and at least know what he or she is buying, when purchasing Hallmark’s UM/UIM insurance, the person desiring insurance would be left totally in the dark about the price to make a final decision. Instead, Hallmark requires the insured to ask about the price. But that does not constitute an offer as defined in Tallent and Ballesteros. By doing nothing more than indicating an amount of possible coverage, a reasonable buyer would not expect that he or she and the insurer would be bound by the contract until a price was offered and accepted.10 This is underscored by 334 the statement in the form that it does not provide UIM coverage. A list of coverage and premium amounts and deletion of the stated language would result in a binding offer once the amounts were chosen. ¶ 20 Our construction of the statute does not conflict with Ballesteros. In Ballesteros, the supreme court held that the statute did not require an insurer to submit the offer to the buyer in Spanish or another language when the buyer might not be fluent in English. 226 Ariz. at 349-50, ¶¶ 17-18, 22-23, 248 P.3d at 197-98. The court reasoned that nothing in the statute required alternative languages, that inserting such a requirement could require the insurers’ agents to determine whether the customer is fluent in English and that such a requirement would be based on the customer’s subjective, rather than an objective, understanding of the offer. Id. None of these problems are presented here. The statute uses the term “offer,” which the supreme court has construed as meaning that a potential objective buyer would understand that acceptance would be binding and the matter concluded. Id. at 348-49, ¶¶ 13-14, 248 P.3d at 196-97. Consistent with Tallent and Ballesteros, construing the statute as requiring notification of the premium to be charged eliminates confusion and promotes certainty in the bargaining process; both parties understand what their obligations are if the coverage is selected. The insurer must insert the premium or provide a eoverage/premium schedule so the insured knows that if he selects a certain coverage, the price is fixed and both parties are bound. Finally, our interpretation of “offer” is consistent with what an objective buyer would assume binds the deal — the level of coverage and premium price. ¶ 21 Garcia was decided two years after Tallent. In Garcia, the appellants asserted that the insurer’s offer of UM/UIM coverage was inadequate because the selection/rejection form did not specify the limits of coverage available, and unlike the offer of coverage in Tallent, the form did not provide a range of coverages and corresponding premium prices. 191 Ariz. at 411, 956 P.2d at 538. Citing the general contract principles adopted in Tallent, this Court determined that the election form did “ ‘bring before’ and ‘hold out’ ” UM/UIM coverage to the appellants. Id. at 412, ¶ 19, 956 P.2d at 539. ¶ 22 We disagree with the conclusion of Garcia and also find it distinguishable. First, fifteen years ago, when Garcia decided this issue, this Court did not have the benefit of the guidance afforded by Ballesteros or ADOI’s interpretation of the statutory requirements as reflected in Regulatory Bulletin 2003-03. Moreover, we cannot see how Garcia is consistent with a liberal reading of a remedial statute to encourage potential insureds to explore and purchase UM/UIM coverage. Second, there was no indication in Garcia that ADOI had affirmatively disapproved the form used by the insurer. When the administrative agency has construed a statute it enforces and determined that a proposed form is invalid, we will give deference to such determination, although we retain ultimate “authority on critical questions of statutory construction.” U.S. Parking Sys., 160 Ariz. at 211, 772 P.2d at 34; see also Blevins, 227 Ariz. at 462, ¶ 24, 258 P.3d at 280 (substantive policy statements of ADOI are advisory and to the extent they conflict with judicial interpretation of statute, they are not controlling). Finally, unlike the Hallmark form, the form in Garcia did not have language that indicated that even if the insured accepted UM/UIM coverage, no contract was created. 191 Ariz. at 411-12, ¶¶ 9-17, 956 P.2d at 538-39; see id. at app.11 ¶ 23 Our dissenting colleague concludes that since A.R.S. § 20-259.01 does not ex 335 pressly require the form to include a place for a premium amount, the statute does not require the insurer’s form to specify a price. See infra ¶ 36. However, that argument ignores the requirements our supreme court set forth in Tallent and Ballesteros, by which we are bound. In both cases, the court held that the offer must be specific enough to bind the insured on UM/UIM coverage.12 We assume the supreme court meant what it said. ¶ 24 The dissent contends that the Hallmark form even without any premium price and coverage options, can still bind the insured and the insurer because a price term is not always necessary to create an enforceable contract. See infra ¶ 46 (citing Goodman v. Physical Res. Eng’g, Inc., 229 Ariz. 25, 28, ¶ 7, 270 P.3d 852, 855 (App.2011), and Schade v. Diethrich, 158 Ariz. 1, 5-11, 760 P.2d 1050, 1054-60 (1988)). Of course, that ignores the language in the form that even if Melendez had selected UM/UIM coverage by filling out the form, the form would not provide such coverage. ¶ 25 Moreover, the dissent’s reliance on cases that hold a court or a panel of experts could determine what the premium should be, id., is misplaced because this is not a case such as Schade, in which the parties agreed that a panel of experts would determine a reasonable fee for services. 158 Ariz. at 10-11, 760 P.2d at 1059-60. Furthermore, as we have explained at supra footnote 10, this is not a case in which the parties agreed to a contract and are seeking enforcement subject to the court determining a price, nor is Hallmark suggesting that courts can supply the proper premium amount. For all we know, the premium amount would be based on a number of factors, including the amount of liability coverage, the value of the car, and the insured’s risk level. Insurers are better suited than the courts to determine the appropriate premium for UM/UIM coverage. The task of determining the value of or a fair price for such coverage should not be left to the courts to determine in the first instance. Alternatively, if the premium for UM/UIM coverage is merely a factor of the amount of coverage chosen, then it would be rather simple for insurers to include with the application form the premium the insured will have to pay based on the coverage amount chosen to effectively bind the insured with UM/UIM coverage and effectuate the purpose of the UM/UIM statutes to encourage coverage. ¶ 26 Indeed, although the dissent relies on Tallent, the insurer’s form in that case included a copy of the premium schedule for UM/UIM coverage based on the amount of coverage sought. See Tallent, 185 Ariz. at 268, 915 P.2d at 667. This was all Hallmark had to do and it would have avoided the question of sufficiency of an offer. Such a chart would also have avoided the exact concern underlying Tallent and Ballesteros— that requiring a possibly ambiguous description of coverage or injecting a subjective understanding by the insurer of the insured’s English proficiency, would add confusion into whether coverage was offered. Adding a premium price chart based on coverage 336 would add certainty to the offer. It would also avoid the confusion caused by requiring the insured to buy a “pig in a poke” with the court being the ultimate entity setting the value of that pig based on some unstated standards. Hallmark chose to not include any premiums or even a blank space for premiums, only adding confusion to whether the offer, if accepted, would be binding. Indeed, the form was not even an “offer” since it expressly told Melendez that her selection of coverage would not provide insurance. ¶ 27 The dissent also contends that regardless of the absence of a price for or amount of coverage, the selection form satisfied the statutory requirements “because it conveyed an offer that, if accepted by the insured, would have bound Hallmark to provide UM/ UIM coverage.” Infra ¶41. This ignores the express language in the form that regardless of whether Melendez had chosen UM/UIM coverage in any amount, “This document includes general descriptions of coverage. However no coverage is provided by this document____” Supra ¶4. We do not understand how a selection form that expressly tells the insured that it does not provide coverage somehow binds the insurer to provide coverage. Nor do we find the dissent’s explanation that such language when read in context really only requires the insured to refer to its policy to determine who and what is covered. Infra ¶¶ 49-51. Clearly, the form is advising the insured to check the policy for coverage and exclusions. But, it is also telling the insured that regardless of what the insured does on the form, the form does not provide coverage. Thus, it cannot amount to an offer which will bind the insurer to provide coverage.13 ¶ 28 Finally, the dissent contends that ADOI’s rejection of Hallmark’s selection form is unclear and to the extent it may have required an explanation of UM/UIM coverage or use of different languages, it is erroneous given Tallent and Ballesteros. See infra ¶¶ 54-55. But that avoids the issue presented here — whether ADOI’s requirement that an insurer’s form specify either a premium price or a price range is consistent with Tallent and Ballesteros by requiring a sufficient offer to bind the parties.14 Thus, the issue is not whether ADOI rejected Hallmark’s form because it lacked an explanation of coverage or because of what language it is in. Hallmark’s form conflicts with ADOI’s requirements as to price of coverage as well as its statement that the form will not provide coverage even if coverage is selected. Providing a form that shows the amounts of coverage and corresponding premiums and informing the insured that choosing an amount of coverage or rejecting coverage is consistent with Tallent and Ballesteros; it ensures an acceptance will form a binding obligation. II. Remedy ¶ 29 Since we conclude that Hallmark’s selection form did not comply with A.R.S. § 20-259.01 and there are no disputed facts, Melendez is entitled to summary judgment on her complaint. “When an insurer’s statutory obligation to provide or offer cer 337 tain coverage is mandatory, the proper remedy is to include the coverage in the policy by operation of law ... in an amount equal to the bodily injury liability limits of the policy----” Ins. Co. of N. Am. v. Superior Court, 166 Ariz. 82, 85, 800 P.2d 585, 588 (1990); see also Johnson v. Cont’l Ins. Co., 198 Ariz. 160, 162, ¶ 11, 7 P.3d 966, 968 (App.2000). CONCLUSION ¶ 30 As a matter of law, Hallmark did not sufficiently offer Melendez UM/UIM insurance coverage for purposes of A.R.S. § 20-259.01. The offer did not specify premium amounts such that a reasonable person would understand that choosing an amount of coverage and corresponding premium would bind the parties. It also expressly told Melendez that requesting coverage on the form would not provide coverage. Because Hallmark is not entitled to summary judgment, we reverse the superior court’s judgment in Hallmark’s favor and remand this case to the superior court with instructions to enter summary judgment in favor of Melendez. CONCURRING: MICHAEL J. BROWN, Presiding Judge. GOULD, Judge, Footnotes [1] The statute was last amended in 2003, however, because the last bound volume of the Arizona Revised Statutes in which this statute appears is 2002, we cite to the 2012 pocket part. [2] Melendez’s complaint also sought class action status. That issue is not a subject of this appeal. [3] Section 20-259.01 (B) provides: Every insurer ... shall also make available ... and shall by written notice offer the insured and at the request of the insured shall include within the policy underinsured motorist coverage which extends to and covers all persons insured under the policy, in limits not less than the liability limits for bodily injury or death contained within the policy. The selection of limits or rejection of coverage by a named insured or applicant on a form approved by the director shall be valid for all insureds under the policy. (Emphasis added.) The current statutory language is substantially the same for uninsured motorist coverage. See A.R.S. § 20-259.01(A). [4] Melendez also argues on appeal that the selection/rejection form "does not comport with the form mandated by the [ADOI] and hence voids” Melendez’s rejection of coverage. To the extent her argument is that a UM/UIM selection/rejection form must be approved by ADOI, we disagree. See Ballesteros v. Am. Standard Ins. Co. of Wis., 226 Ariz. 345, 349-50, ¶¶ 20-21, 248 P.3d 193, 197-98 (2011). To the extent Melendez’s assertion is that the UM/UIM selection/rejeetion form is not sufficiently similar to the ADOI sample form in Regulatory Bulletin 2003-03, we agree for the reasons stated infra. [5] In Tallent the court determined that an insurer is not required to provide an explanation of the nature of UIM coverage, and that such a requirement was unwise because it might cause additional litigation regarding the adequacy of such explanations. 185 Ariz. at 268, 915 P.2d at 667 ("[A] shorthand definition of UIM ... would inevitably lead to claims that insurers had inadequately explained all the ramifications of UIM coverage or the lack thereof calling for yet further explanations.”). [6] In both Ballesteros and Tallent, the supreme court did not reach the issue of whether an insurer’s offer must list the premium to be charged for UIM or UM coverage. See Balleste-ros, 226 Ariz. at 346-47, ¶¶ l, 6, 248 P.3d at 194-95; Tallent, 185 Ariz. at 267, 915 P.2d at 666. That issue was not before the court. In Tallent, premium prices and spaces to choose the coverage and corresponding premiums were included on the selection/rejection forms. 185 Ariz. at 268, 915 P.2d at 667. [7] The selection/rejection form includes the same options for UM coverage. [8] The superior court took judicial notice of the ADOI Regulatory Bulletin 2003-03 and noted that “the [ADOI sample] form ... actually has blanks in it for the [premium] amounts.” [9] Section 20-398 is entitled "Policy forms; approval or disapproval; exemption” and subsection A states in relevant part: [N]o policy form applying to insurance on risks or operations covered by this article may be delivered or issued for delivery unless the form has been filed with the director and either the director has issued, within thirty days, an order affirmatively approving or disapproving the form or, the thirty day period has elapsed and the director has not disapproved the form as ambiguous, misleading or deceptive. Section 20-1111 is entitled "Grounds for disapproval of forms” and subsection A states in relevant part: The director shall disapprove any form of policy, application, rider or endorsement or withdraw any previous approval thereof only: 1. If it is in any respect in violation of or does not comply with this title. 2. If it contains or incorporates by reference any inconsistent, ambiguous or misleading clauses, or exceptions and conditions which deceptively affect the risk purported to be assumed in the general coverage of the contract. 3. If it has any title, heading or other indication of its provisions which is misleading. 4. If the purchase of such policy is being solicited by false, deceptive or misleading advertising matter, sales material or representations. [10] We recognize that under certain circumstances, a court may enforce a contract when the price term is missing from the agreement. See Triangle Const. v. City of Phoenix, 149 Ariz. 486, 491, 720 P.2d 87, 92 (App.1986) (stating "[w]here a contract price is left to future agreement by the parties and they fail to agree, the price is a reasonable one,” and determining court could supply a reasonable price to fill an omitted price term); see also Goodman v. Physical Res. Eng’g, Inc., 229 Ariz. 25, 28, ¶ 7, 270 P.3d 852, 855 (App.2011) ("An agreement can be implied and is enforceable where there is a valid offer and acceptance, and the only term missing is the final price."). This principle does not apply here, however, because Hallmark does not suggest that a court would determine the premium to be paid by a customer who selects a particular amount of UIM or UM coverage. Moreover, this is not a 334 case of attempting to enforce a contract to which two parties agreed except for a court determining the price. [11] We also think Garcia is distinguishable because there is at least a hint that the insurer sent Garcia the amounts of coverage and corresponding premiums. Garcia chose UM/UIM insurance for reduced coverage "[i]n consideration of the reduction of the premium,” 191 Ariz. at 412, ¶ 13, 956 P.2d at 539. This would imply that in sending Garcia the form, the insurer sent her information about the amounts of coverage available and the corresponding premiums. There is no indication that information was communicated verbally and the forms were mailed to Garcia who kept them for several weeks before filling them in. Id. at 412, ¶ 22, 956 P.2d at 539. [12] The dissent also contends that in Tallent and Ballesteros the supreme court refused to impose a requirement that the selection form include an explanation of the nature of UIM coverage or that the form be in Spanish, thus avoiding any requirement not expressly required by the statute. See infra ¶¶ 39-40, 44. However, as we explained earlier, the supreme court rejected those requirements because they would add confusion to the possibility of coverage, creating additional questions about the sufficiency of an explanation and the proper language to use based on a subjective understanding of the insured's English proficiency. See supra ¶ 20 and footnote 5. That is not the case with a premium price that simply needs to be inserted on a selection form or a separate chart of premium prices based on the amounts of coverage offered as was the case in Tallent. The dissent also relies on Giley v. Liberty Mut. Fire Ins. Co., 168 Ariz. 306, 812 P.2d 1124 (1991), for the principle that the offer must be conveyed to the insured by written notice that is "reasonably calculated to bring to the insured's attention” that UM/UIM coverage is being offered. Infra ¶ 34. Giley, of course, held that showing a form to an insured while only disclosing UM coverage while the form also provided for UIM coverage and then keeping the form in the company files did not constitute making UIM coverage available for purposes of summary judgment. 168 Ariz. at 306-07, 812 P.2d at 1124-25. To the extent the court in Giley defined making available as offering coverage in a way reasonably calculated to bring to the insured’s attention that which is being offered, it conflicts with and is not controlling in light of both Tallent and Ballesteros. [13] The dissent also notes that there is no realistic danger that an insured would be unwittingly subjected to exorbitant or unfair premiums because ADOI regulates insurance rates and if the customer was dissatisfied once she received a bill for her premium, she could cancel the coverage. See infra footnote 17. Assuming without deciding that ADOI has the power to reject UM/UIM rates filed by insurers (A.R.S. §§ 20-342 (Supp. 2012) and 20-382 (Supp.2012)), ADOI may only reject such rates prospectively. See A.R.S. §§ 20-358 (2002) and 20-388 (2002). In any event, this does not answer the issue presented— whether Hallmark’s UM/UIM form constituted a binding offer if accepted by the insured at any level of coverage selected by the insured up to the amount of liability coverage. Nor does whether an insured has a right to cancel a policy later address whether Hallmark’s form constituted a binding offer of UM/UIM insurance. The right of an insured to cancel insurance, a fact not in the record or at issue here, is different than whether submitting a form which says selection of UM/UIM coverage does not provide coverage, actually binds the insurer. [14] The fact that the ADOI form does not have a chart or listing of prices and amounts of coverage is of no matter. The form could not include such a chart or list because the form is generic for all insurers and each insurer might have different UM/UIM premiums. Implicit in the ADOI form which provides blanks for both coverage amounts and premiums is that the insurer will provide those options to the insured with the form.