Blanket Additional Insured Endorsement’s Signature Requirement Enforceable

Chris Pickett recently secured judgment on the pleadings in favor of their client, a CGL insurer.  At issue was a tender of defense from a putative additional insured general contractor for an underlying construction site injury.  The general contractor did have a written contract with our client’s named insured and the contract did require the named insured to furnish additional insured coverage to the general contractor.  The contract was signed by both parties, but the general contractor failed to sign the contract until 10 days after the accident giving rise to the claim.  Our client’s blanket AI endorsement furnished additional insured status where required by contract, but also contained the following condition: “the written contract must be signed by all parties to the written contract prior to the bodily injury.”

The general contractor argued that this condition was ambiguous because a contract can be “executed” or “performed” without being signed.  It argued that the signature requirement was intended to convey that the contract must be enforceable, not actually signed.  It argued that an interpretation to the contrary would violate Illinois public policy because the insured may have an enforceable contract to furnish AI coverage that would not meet the signature requirement of this endorsement.  The court disagreed, holding that the signature requirement plainly and unambiguously required a signature by both parties prior to the injury.  The court also rejected the public policy argument noting that Illinois courts have often found that certain enforceable contracts do not meet the requirements of a particular endorsement (e.g., an oral contact to furnish AI coverage may be enforceable but would not satisfy an endorsement which requires a written contract).  Since both parties attached an identical copy of the contract to the pleadings, and because the general contractor’s signature was dated 10 days following the injury, the court entered judgment on the pleadings in our favor as a matter of law.

This was an important decision given that many blanket additional insured endorsements only require that the contract be “executed” (as opposed to signed).  Illinois courts have given broad interpretation to the word “executed,” noting that a contract can be “executed” through performance.  This has resulted in unsigned documents – often arguably not even the contract – being deemed “executed” contracts for the sake of determining AI coverage.  This decision guards against similar outcomes where the endorsement specifically requires the contract to be “signed.”