Quimbee logo
DMCA.com Protection Status
From our private database of 17,300+ case briefs...

Security Plans, Inc. v. CUNA Mutual Insurance Society

United States Court of Appeals, Second Circuit
769 F.3d 807 (2014)


Security Plans, Inc. (plaintiff) was a company that sold insurance policies for loans. Security sold its book of business (i.e., the insurance policies it had issued) to CUNA Mutual Insurance Society (defendant) for $3 million plus an additional earnout payment that would be calculated three years after the sale. This earnout payment was meant to measure the performance of Security’s book of business. The sale contract specifically gave CUNA the discretion to operate its business using its best business judgment with no obligation to maximize Security’s earnout payment. Under the sale contract, the earnout payment would be calculated using a formula that involved some further discretion by CUNA, but primarily looked at both the premiums brought in by the acquired business and the loss ratios for the acquired business. The loss ratios included both actual losses under the policies (e.g., benefits paid out to policyholders) and the cash reserves that insurance companies are required to hold for possible claims. However, during the period used to calculate the earnout payment, CUNA kept unusually high claim reserves for all its businesses. CUNA claimed that holding high reserves had been a business decision, but it did eventually reduce the size of its reserves to more normal levels. Security claimed that CUNA’s high reserve levels were a systemwide mistake by CUNA. The abnormally high reserve levels meant that the loss ratios for Security’s book of business were also unusually high, making Security’s performance look worse than it actually was. Several CUNA managers noticed that the reserve levels had distorted the calculations for Security’s earnout. These managers took some steps to recalculate the earnout using more accurate loss figures, but they never completed a revised calculation. Security sued, claiming that CUNA’s actions had violated the implied duty of good faith and fair dealing in the sale contract. CUNA moved for summary judgment on this claim.

Rule of Law


Holding and Reasoning (Sack, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 457,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 457,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 17,300 briefs, keyed to 984 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial