Ford Motor Co. v. Lumbermens Mutual Casualty Co.

Blair Moody, Jr., J. Pursuant to GCR 1963, 797.2,1 this Court ordered consideration of the following question certified by the United States District Court, Eastern District of Michigan, Southern Division. 409 Mich 924 (1980). "Should the statutory standard form fire insurance policy [MCL 500.2832; MSA 24.12832] which includes the following language at line 157: " 'No suit or action on this policy for the recovery of any claim shall be sustainable in any court of law or equity unless all the requirements of this policy shall have been complied with, and unless commenced within twelve months next after inception of the loss’ be construed so that the running of the 12-month [29] period is tolled from the time the insured gives notice of the loss until the insurer formally denies liability?” We answer the certified question in the affirmative. The United States District Court set forth the relevant facts in the certificate prepared in conformity with GCR 1963, 797.2(b): "Ford Motor Company, plaintiff herein, has instituted this action against Allendale Mutual Insurance Company ('Allendale’) and Lumbermens Mutual Casualty Company ('Lumbermens’) seeking recovery of Three Million Six Hundred Sixty-Seven Thousand Dollars ($3,-667,000) for loss and damage suffered by Ford as a result of a March 9, 1977 fire and explosion, involving the 'A’ blast furnace located at Ford’s Rouge plant in Dearborn, Michigan. At the time of the loss, Ford had standard fire and extended coverage insurance policies with both Allendale and Lumbermens, insuring Ford against physical damage and business interruption loss resulting from specifically named perils, including fire, explosion and damage from the heat of molten metal. Each of the policies insured fifty percent (50%), pro rata, of losses incurred by Ford subject to a Two Million Dollar ($2,000,000) deductible. "The liability related facts involved in the 'A’ blast furnace occurrence of March 9, 1977 are in dispute and it is unnecessary for purposes of this certificate to recite them in any detail. It is sufficient to state that Ford has taken the position that the physical damage and business interruption arising from the March 9, 1977 incident were caused by fire and/or explosion and were, therefore, insured under the Allendale and Lumbermens policies. It is the position of the insurers that the only insured peril causing damage was heat from molten metal, and that damage resulting from that peril did not exceed the Two Million Dollar ($2,000,000) deductible provision in the policies. On that basis, the defendants have denied any liability under the policies to Ford arising out of the loss of March 9, 1977. [30] "Ford filed the instant suit on August 17, 1978. Thereafter defendants filed separate answers alleging, amongst other defenses, that Ford’s suit was barred by the one-year period of limitations contained in the policies. On January 21, 1980, the defendants filed motions for summary judgment claiming that the defendants were entitled to judgment as a matter of law because Ford’s suit had not been filed before March 9, 1978. Ford Motor Company claims that the running of the 12-month period of limitations should be tolled from the time it gave notice of the loss to the insurers until liability was formally denied and that suit was timely filed.” The issue presented is whether the statutory-standard form policy, like a similar contractual insurance policy, should be construed to permit an intervening tolling of the limitation period. In The Tom Thomas Organization, Inc v Reliance Ins Co, 396 Mich 588; 242 NW2d 396 (1976), this Court construed an inland marine insurance policy. That policy contained a limitation provision which, although not mandated by statute, is similar to the instant statutory provision.2 We held that the running of the limitation period was tolled from the date the insured gave notice of loss until the insurer formally denied liability. The Tom Thomas Court predicated its holding on reconciliation of the proof-of-loss and payment-of-claims provisions with the limitation provision of the policy. The effect of the proof-of-loss and payment-of-claims provisions was to substantially shorten the 12-month limitation period for bringing suit. This reconciliation approach was adopted [31] from Peloso v Hartford Fire Ins Co, 56 NJ 514; 267 A2d 498 (1970). An examination of Peloso significantly reveals that the New Jersey Supreme Court construed statutory provisions identical to the Michigan standard policy prescribed by statute.3 We stated in Tom Thomas, 593-594: "The New Jersey Supreme Court, in Peloso * * *, reached what we regard to be a sound result reconciling policy provisions concerning proof of loss and payment of claims with the provision imposing a time limitation for commencement of an action. Suit on a fire insurance policy was instituted 18 months after the date of the fire and 9 months after liability was denied by the insurer. The Court noted that while the policy purported to give the insured 12 months to begin an action, operation of the proof of loss and payment of claim terms significantly shortened that period of time. The Court concluded that the period of limitation was tolled from the time an insured gives notice of loss until the insurer formally denies liability: " 'In this manner, the literal language of the limitation provision is given effect; the insured is not penalized for the time consumed by the company while it pursues its contractual and statutory rights to have a proof of loss, call the insured in for examination, and consider what amount to pay; and the central idea of the limitation provision is preserved since an insured will have only 12 months to institute suit.’ [Peloso, 521.]” This Court, in Tom Thomas, adopted the analysis of the Peloso court, which reconciled New Jersey’s statutory policy provisions, and applied that same analysis to similar contractual policy provisions. Logic requires that we apply the same [32] analysis when faced with Michigan’s statutory policy provisions which are identical to the provisions reconciled in Peloso. By permitting the limitation period to be tolled, we reconcile the apparently identical incongruity between the statutory proof-of-loss and payment provisions, and the limitation clause.4 In response, the defendants argue that we should interpret these statutory provisions to preclude any tolling of the limitation period. It becomes evident, however, if we agreed with defendants, that insureds would be forced to read differ1 ent meanings from substantially similar or identical language in a contractual standard form policy as compared with a statutory standard form policy. Such a result would appear illogical and contradictory. It should be avoided unless the statute commands a different conclusion or analysis from our decision in Tom Thomas. Thus, the certified question presents an issue of statutory construction and our decision should be guided by legislative intent.5 The defendants contend that the statutory language and the legislative history of the current statute mandate an analysis that would proscribe tolling. They argue that the limitation period may not be tolled because the interpretation of the [33] limitation provision set forth in Dahrooge v Rochester German Ins Co, 177 Mich 442; 143 NW 608 (1913), controls the instant question. In Dahrooge this Court held that the statutory 12-month limitation period began to run on the date of the casualty.6 The Dahrooge Court rejected the arguments that: (1) the cause of action accrued 60 days after compliance with the statutory claims procedures; (2) the conduct of the insurer waived the limitation period or that the insurer was es-topped from relying upon the limitation provision; and (3) the saving provisions of the general statute of limitations, 1897 CL 9738, saved the cause of action from forfeiture because the latest suit was begun within one year after an earlier suit had failed for want of proper service. The Dahrooge Court focused upon the "plain, clear, and simple language” of the limitation provision. The narrow reasoning employed by the Dahrooge Court did not attempt to reconcile the obvious incongruity between the proof-of-loss and payment provisions, and the limitation provision of the statute. Accordingly, Dahrooge did not address the Tom Thomas-Peloso tolling analysis. To bolster its approach, the Dahrooge Court, recognizing that the Michigan statutory policy was copied from that of New York, quoted a New York Court of Appeals decision, Hamilton v The Royal Ins Co, 156 NY 327; 50 NE 863 (1898). The Hamilton court concluded that the limitation provision was established by statute. However, the questions of an intervening tolling of the limitation period or the time of commencement of the limitation period were not presented in the Hamilton case. The only question presented was whether a saving [34] provision of the New York statute of limitations applied. Hamilton, 330. Hamilton, therefore, provided faint succor to the underlying analysis in Dahrooge, and, in contrast to Dahrooge, applied a saving provision which permitted suit to continue.7 Since our focus today must fairly encompass all interwoven statutory provisions, we cannot subscribe to a narrow analysis which unduly emphasizes a single statutory provision. While the limitation provision commands that the insured has a clear 12 months to institute suit, the proof of loss and payment clauses shrink this period. As noted above, the pertinent limitation portion of the statute reads at lines 157-161 of the Michigan standard policy: "No suit or action on this policy for the recovery of any claim shall be sustainable in any court of law or equity unless all the requirements of this policy shall have been complied with, and unless commenced within twelve months next after inception of the loss.” This segment viewed in isolation affords the insured a period of 12 months in which to commence suit. However, this limitation provision must be read in conjunction with both the statutory proof-of-loss and payment clauses contained in the Michigan standard policy. The proof-of-loss requirement at lines 97-99 provides:_ [35] "[W]ithin sixty days after the loss, unless such time is extended in writing by this Company, the insured shall render to this Company a proof of loss”. The payment clause reads at lines 150-153: "The amount of loss for which this Company may be liable shall be payable sixty days after proof of loss, as herein provided, is received by this Company”. The proof-of-loss and payment provisions of the policy grant the insurer immunity from suit for at least 60 days after the insured has filed the proof of loss. When all three provisions are read together, the effect of the immunity period upon the 12-month limitation provision becomes unclear. The essence of the incongruity and its reconciliation was explained in Peloso, 520: "[W]e think that the central idea of the limitation provision was that an insured have 12 months to commence suit. This must be so since the period is much shorter than the usual 6 years for ordinary contracts and 16 years for contracts under seal. In addition, the period during which an insured’s right to bring suit is postponed is for the benefit of the company so that it can pursue its statutory and contractual rights. Accordingly, it ought not to be charged against the insured’s time to bring suit.” Thus, the inconsistency of these provisions needs to be reconciled. No one statutory provision should be separated from the others and considered alone. All provisions bearing upon a particular subject should be brought into view and interpreted so as to effectuate the fundamental purposes of the instrument. We are unpersuaded that the narrow [36] linguistic approach of Dahrooge satisfactorily evaluates all provisions. In addition, the defendants contend that the legislative history of the Michigan standard policy indicates that the tolling analysis of Tom Thomas is inapplicable to the statutory policy provisions. We have reviewed the legislative history and disagree. The Dahrooge Court analyzed 1905 PA 277 which required use of a standard form policy. The limitation provision in that act required an action to be "commenced within twelve months next after the fire”. Thereafter, 1917 PA 256 was enacted requiring use of a standard form policy which provided that an action must be "commenced within twelve months next after the liability shall have accrued”. Thus, under the 1917 act the limitation period was altered. The period did not begin to run at the time of the fire, but at the time the cause of action accrued. This language was again changed by 1945 PA 265. The 1945 legislation sets forth the current standard form language. It provides, in language similar to the 1905 act, that an action must be "commenced within twelve months next after inception of the loss”. It is apparent that the 1917 act changed the point from which a calculation of the limitation period was to commence. During the years between the 1917 and 1945 acts, an insured situated similarly to the plaintiffs in Dahrooge would have been afforded a stronger argument regarding the commencement of the limitation period. It is further recognized that the 1945 act once again altered the commencement date for calculating the limitation period with language that closely paralleled the original 1905 provision. The 1945 act [37] returned to a limitation period which begins on the date of the casualty. But this legislative alteration still must be construed in light of the language retained in other provisions of the act. The 1945 statute re-enacted substantially the same proof-of-loss and payment provisions of the prior 1905 and 1917 acts. In light of the latest change in the limitation clause, however, an incongruity re-emerged between that provision and the proof-of-loss and payment provisions. The 1945 limitation clause, like the 1905 clause, is inconsistent with the proof-of-loss and payment provisions. The restricted analysis of the 1905 act’s limitation provision employed by the Dahrooge Court concentrated on the time for commencement of the limitation period. Even if the Legislature intended to adopt the Dahrooge Court’s limited construction of the 1905 act, we discern no legislative history which suggests that a tolling-reconciliation analysis would be improper when all statutory policy provisions are brought into focus. As we have noted, the harmonizing of these inconsistent provisions was not addressed in Dahrooge. We cannot conclude that the Legislature intended to preclude a statutory reconciliation approach which had not been addressed by this Court.8 Further [38] more, the tolling analysis we adopt reconciles the conflicting provisions enacted by the Legislature while giving full effect to the language of the statute.9 This conclusion is supported by the apparent purpose of the Insurance Code. MCL 500.100 et seq.; MSA 24.1100 et seq.10 The extensive regulation of the insurance industry provided for in that code indicates a legislative purpose to protect policyholders. See Comm’r of Ins v American Life Ins Co, 290 Mich 33, 43; 287 NW 368 (1939). Our present interpretation of the statutory policy as a whole comports with this purpose. This interpretation assures that the insured is given one full year to institute suit. At the same time, it places no untoward burden upon insurers. Accordingly, the certified question is answered in the affirmative. The statutory standard policy provisions are reconciled, as was stated in Peloso, 521, to reach a "fair resolution of the statutory incongruity”. The period of limitation begins to run from the date of the loss, but the running of the period is tolled from the time the insured gives notice until the insurer formally denies liability.11 [39] Costs are equally divided among the parties, subject to redistribution by the district court. GCR 1963, 797.2(e). Kavanagh, Williams, Levin, and Fitzgerald, JJ., concurred with Blair Moody, Jr., J. Footnotes [1] GCR 1963, 797.2(a) provides: "When a federal court or state appellate court considers a question that Michigan law may resolve and that is not controlled by Michigan Supreme Court precedent, the court may on its own motion or that of an interested party certify the question to the Michigan Supreme Court.” [2] "[N]o action 'shall be sustainable in any court of law or equity unless the same be commenced within twelve (12) months next after discovery by the insured of the occurrence which gives rise to the claim * * The Tom Thomas Organization, Inc v Reliance Ins Co, 396 Mich 588, 591-592; 242 NW2d 396 (1976). [3] Compare NJ Stat Ann § 17:36-5.20 with MCL 500.2832; MSA 24.12832. MCL 500.2806(2); MSA 24.12806(2) required the defendant insurers to issue the Michigan standard policy. [4] The standard policy contained in MCL 500.2832; MSA 24.12832 and in NJ Stat Ann § 17:36-5.20 provides a 60-day period for the insured to supply proof of loss, lines 97-99, and 60 days after proof of loss and ascertainment of the loss for the insurer to pay the claim, lines 150-156. MCL 500.2836(2); MSA 24.12836(2) requires payment within 30 days. [5] "Whether construing statutes or contracts, courts look to the language used and the context for the purpose sought to be achieved. In interpreting a statute, a court is guided by legislative intent; in construing a contract, it looks for the intent of the parties. Courts are not less constrained in construing statutory terms than they are in construing terms agreed to by contracting parties.” Tom Thomas, 596, fn 9. [6] 1905 PA 277 provided for a limitation provision requiring suit to be brought "within twelve months next after the fire”. [7] Dahrooge v Rochester German Ins Co, 177 Mich 442; 143 NW 608 (1913), quoted from Hamilton v The Royal Ins Co, 156 NY 327; 50 NE 863 (1898). The Hamilton language, quoted in Dahrooge, forcefully set forth the statutory nature of the limitation provision to support the Hamilton court’s conclusion that the saving provision applied to the statutory fire policy limitation provision. The saving provision was applied in Hamilton because the limitation provision was a statutory provision. Today a saving provision extends the time for bringing suit under an act which contains its own statute of limitations. Lambert v Calhoun, 394 Mich 179; 229 NW2d 332 (1975). [8] We recognize that the majority of jurisdictions have held that the limitations period runs from the date of the fire or other casualty insured against. Some courts have held that the limitation period begins to run from accrual of the cause of action. See Anno: Fire Insurance—Action—Time Period, 95 ALR2d 1023; ABA Committee on Property Insurance Law, Annotations of the 1943 Standard Fire Insurance Policy & Extended Coverage Endorsement (Chicago: American Bar Ass’n, 1977), § 22B, pp 342-362. The analysis we adopt gives full effect to the statutory provisions. The New York Court of Appeals has' held that the phrase "inception of the loss” refers to the date of the occurrence of the casualty and not the accrual of the cause of action. Proc v Home Ins Co, 17 NY2d 239; 270 NYS2d 412; 217 NE2d 136 (1966). We decline to follow that case. Proc did not address the tolling analysis we adopt. Furthermore, although our statute is the same as the New York statute [38] construed in Proc, we need not adopt the construction applied in Proc. Michigan adopted the standard form policy prior to judicial construction by the New York Court of Appeals. See In re Rackham’s Estate, 329 Mich 493; 45 NW2d 273 (1951); 2A Sands, Sutherland Statutory Construction (4th ed), § 52.02, pp 329-331. In 1975 New York’s statutory form policy was amended to increase the limitation period from 12 months to 2 years. See NY Ins Law § 168(5) (McKinney). [9] We are obligated to attempt to reconcile inconsistent provisions of a statute so as to arrive at a meaning which gives effect to all provisions of the statute. In re Petition of State Highway Comm, 383 Mich 709, 714; 178 NW2d 923 (1970). [10] 1956 PA 218 (Insurance Code) re-enacted the standard form policy of 1945 PA 265. [11] Defendant Lumbermens contends that even if the statutory limitation may be tolled, plaintiff’s cause of action is still barred by the limitation provision. This issue was not certified to this Court and we [39] decline to address it. The resolution of this issue is left to the United States District Court.