Federal Insurance Company v. Raytheon Company

Raytheon Company (Raytheon) (defendant), a defense contractor, had a liability policy with Federal Insurance Company (FIC) and an excess policy with Axis Surplus Insurance Company (Axis) (defendants). The FIC policy was a “claims-made” policy. Therefore, FIC was required to defend Raytheon against a claim or complaint filed against Raytheon during the policy period. The policy excluded coverage for overlapping complaints, defined as any complaint filed against Raytheon based on facts or circumstances that are similar to those underlying a prior complaint filed against Raytheon. On October 12, 1999, an article was published claiming that Raytheon was behind schedule on its defense contracts. The next day, Raytheon reported millions in one-off charges and reduced its earnings expectation, leading to a decrease in Raytheon’s stock price. On October 19, 1999, a securities class-action complaint was filed against Raytheon. The lead plaintiff was a state insurance fund seeking to represent, as a class, anyone who had purchased Raytheon stock from October 7, 1998–October 12, 1999. The complaint alleged that Raytheon had produced misleading reports and had failed to disclose losses. In May 2003, another class-action complaint was filed against Raytheon based on violations of the Employment Retirement Income Security Act (ERISA). This ERISA complaint, brought on behalf of Raytheon’s pension-plan beneficiaries, alleged breach of fiduciary duty. The securities class action and the ERISA class action were based on similar facts but different legal theories and involved different parties. The complaints contained similar allegations. The ERISA complaint included allegations of misdeeds occurring after October 12, 1999 and other allegations that were excluded from the securities class-action complaint. After the ERISA complaint was filed, Raytheon sought coverage from the defendants. The defendants filed declaratory suits for non-coverage based on the exclusion for overlapping complaints. The trial court determined that the ERISA action was excluded by this exclusion. Raytheon appealed.