Certain Underwriters at Lloyds of London Subscribing to Policy No. B0799MC029630K v. Pero Family Farm Food Co., Ltd.

[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 20-12711
____________________
CERTAIN UNDERWRITERS AT LLOYDS OF LONDON
SUBSCRIBING TO POLICY NO. B0799MC029630K,
Plaintiff-Counter Defendant-Appellee,
versus
PERO FAMILY FARM FOOD CO., LTD.,
Defendant-Counter Claimant-Appellant.
____________________
Appeal from the United States District Court
for the Southern District of Florida
D.C. Docket No. 9:18-cv-81680-RAR
____________________
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2 Opinion of the Court 20-12711
Before WILSON, L UCK , and LAGOA , Circuit Judges.
PER C URIAM :
This is an insurance coverage case. After Hurricane Irma
damaged its property, Pero Family Farm filed an insurance claim.
Lloyds of London accepted coverage for part of the claim but de-
nied coverage for the rest. Lloyds sought a declaratory judgment
that the insurance policy did not cover the denied portion of the
claim, and Pero counterclaimed for breach of contract. The district
court granted summary judgment for Lloyds. Pero now appeals.
After oral argument and careful review of the record, we affirm.
FACTUAL BACKGROUND AND PROCEDURAL HISTORY
Pero’s Business
Pero grows vegetables (primarily peppers and beans) that it
prepares and packages for either retail sale at grocery stores or
wholesale by food service companies. The seeds Pero uses are ei-
ther prepared by Pero from its own vegetables or purchased from
third-party seed providers. Pero plants some of its seeds in fields it
owns or leases in Florida. But Pero also sends seeds to Trans Gro,
a third-party plant grower. Trans Gro plants the seeds and grows
the seedlings in its greenhouses in Immokalee, Florida, until the
seedlings are mature enough to be transported to Pero’s fields and
planted in the ground.
Once Pero harvests its vegetables, it transports them to its
cooled storage facility in Delray Beach, Florida, where it cleans,
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20-12711 Opinion of the Court 3
sorts, stores, and packages the vegetables. Pero packages some of
its vegetables in plastic packaging. It then transports the vegetables
from the Delray Beach facility to its final customers.
The Policy
Pero first purchased insurance coverage from Lloyds in
2015. In its 2015 insurance application, Pero stated that its “primary
operations” were “[g]rower, [p]acker, [s]eller of vegetables[,]
mainly [p]eppers and [g]reen [b]eans”; that the “[t]ype of [g]oods to
be [i]nsured” was “produce, primarily peppers [and] beans”; and
that it sought to insure “[d]omestic shipments” of “[g]reen beans
[and] peppers on vehicles (dump trucks) moving from field to pack-
ing house[;] seed is also stored on location.” Pero renewed the pol-
icy in 2016 on the same terms and conditions as the expiring 2015
policy.
In 2017, Lloyds issued a renewed “Marine Cargo Insurance”
policy to Pero on the same terms as the expiring 2016 policy. The
2017 policy was effective May 1, 2017 through May 1, 2018. The
policy contained a Florida choice of law provision. Its terms pro-
vided:
Conveyances:
Any means of conveyance by land, sea[,] or air.
Voyage/Geographical Limits:
From: Ports and/or places in North America.
To: Ports and/or places in North America.
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4 Opinion of the Court 20-12711
Including whilst at rest and/or in store and/or whilst
at contractors. Including transhipment risks whether
customary or otherwise.
Subject-Matter Insured:
All goods and/or merchandise of every description
incidental to the business of the Assured or in connec-
tion therewith consisting principally of, but not lim-
ited to, [p]eppers [and]/or [b]eans [and]/or seeds
[and]/or [f]arm produce and/or packing and/or plas-
tic covering[.]
Including duty if and as applicable. But excluding:
a) Furniture, fixtures, fittings, machinery, equip-
ment, betterments, tenant improvements[,]
and/or similar interest in the property of the
insured or for which they are responsible.
b) Buildings, real property[,] and/or similar inter-
est.
c) Retail outlets.
. . .
Conditions:
. . .
Duration of Voyage Clause
Within the geographical limits of this policy, cover
hereunder shall attach from the time the Assured as-
sumes an interest in and/or responsibility for the sub-
ject[-]matter insured and continues uninterrupted, in-
cluding transit, stock[,] and location coverage until
that interest and/or responsibility ceases. Further in-
cluding the risks of loading prior to and unloading af-
ter arrival of all transits hereunder.
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20-12711 Opinion of the Court 5
The policy defined “location” as “any building, tank, dock, wharf,
pier, [or] bulkhead (or groups thereof) bounded on all sides by pub-
lic streets or open waterways or open landspace, each of which
shall be not less than fifty feet wide.”
The policy’s “Change of Destination/Deviation/Delay
Clause” stated:
In case of voluntary change of destination and/or de-
viation and/or delay within the Assured’s control, the
insured goods are held covered hereunder at a pre-
mium to be agreed . . . . In case of short shipment in
whole or part by the vessel reported for insurance
hereunder, Underwriters agree to hold the Assured
covered against the risks insured hereunder until arri-
val at the final destination to which the goods are in-
sured or until the goods are no longer at the risk of
the Assured, whichever may first occur.
The policy included coverage for other risks of transit too, such as
“non-delivery,” “shortages” not attributable to “forcible entry” into
a shipping container, “accumulation” of stored goods due to “in-
terruption of transit beyond the control of the Assured,” “insuffi-
cien[t] or unsuitab[le] . . . packing or preparation” (including
“stowage in a container, trailer[,] or rail car”) of the insured goods
by someone other than the Assured, the mandated fumigation of a
“vessel or conveyance,” late-return penalties for containers re-
tained for inspection or loss investigation purposes, and “physical
loss of or damage to the goods insured arising out of” customs in-
spections or “directly caused by governmental authorities
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6 Opinion of the Court 20-12711
acting . . . to prevent or mitigate a pollution hazard” from a “wa-
terborne conveyance.” The policy “also cover[ed] the subject[-
]matter insured whilst on the premises of the Assured or their
Agents . . . or other premises for packing, repacking, consolidation,
deconsolidation[,] or similar incidental to and in the normal course
of transit until the goods are delivered to the final destination(s).”
The policy covered the insured goods even when “purchased [f]ree
on [b]oard, [f]ree [a]longside [s]hip[,] or [c]ost and [f]reight.” And
“[c]oncealed [d]amage,” which “[was] discovered upon the unpack-
ing and/or opening of containers, cases[,] and/or packaging within
60 days of arrival at final destination,” would “be deemed to have
occurred during the insured transit.”
The policy’s “Information” section stated “SOV as attached”
and “[t]ransits from field to packing house.” “SOV” referred to a
“statement of value” attached to the policy that listed two buildings
(a “packing house” and an “office/distribution center”) at Pero’s
Delray Beach facility. The statement of value indicated the packing
house held $5,000,000 of “[s]tock/[i]nventory.”
The policy limits were $150,000 for “[a]ny one domestic in-
land conveyance” and $5,000,000 for “[a]ny one location.” And the
policy provided a “Cargo Claims Handling Procedure” to be fol-
lowed “[i]n the event of circumstances which may result in a
claim.” That procedure listed information Pero needed to include
in any notification to Lloyds of a potential claim, including:
(1) “Name of Vessel/conveyance”; (2) “Date of Shipment”; (3) “In-
sured Cargo”; and (4) “Copy of packing list.”
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20-12711 Opinion of the Court 7
Pero’s Insurance Claim
On September 10, 2017, Hurricane Irma struck South Flor-
ida. Pero submitted a claim to Lloyds for the damages it suffered
as a result of the hurricane. Pero sought coverage for the loss of
vegetables stored in the coolers at its packing house in Delray
Beach, as well as: (1) seedlings that had been growing in Trans
Gro’s greenhouses in Immokalee; (2) plants that had been growing
in Pero’s fields; and (3) plastic coverings that had been placed over
the plants growing in Pero’s fields. Lloyds accepted coverage (and
issued payment) for Pero’s loss of the vegetables in its coolers but
denied coverage for the damage to the seedlings growing in Trans
Gro’s greenhouse, the plantings in Pero’s fields, and the plastic cov-
erings on Pero’s fields.
The Lawsuit
Lloyds sued Pero in the Southern District of Florida, seeking
a declaration that the policy did not cover the damage to the seed-
lings, plantings, or plastic coverings. Lloyds alleged that coverage
was not due under the policy because: (1) “[t]he seedlings, planted
crops, and crop covers were not in transit at the time of the loss,”
so “there [was] no ‘in transit’ coverage”; (2) “[t]he seedlings,
planted crops, and crop covers were not in storage at any location
as defined by the [policy],” so “there [was] no ‘location’ coverage”;
and (3) “[s]eedlings and immature plants are crops and the [policy]
d[id] not provide crop coverage”—because Pero “specifically
sought cargo coverage for the transit and storage of fresh harvested
produce, dry seeds[,] and packaging from field to storage and while
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8 Opinion of the Court 20-12711
in storage,” not “crop insurance.” Pero counterclaimed for breach
of contract, alleging that Lloyds breached the policy by denying
coverage for Pero’s covered losses.
Lloyds moved for summary judgment as to all claims, and
Pero moved for partial summary judgment as to liability on its
breach of contract counterclaim. Lloyds argued that the policy’s
language was “clear and unambiguous” and did not cover the dam-
aged seedlings, plantings, and plastic coverings. According to
Lloyds, there was no coverage because: (1) “the policy at issue
[was] a marine
cargo insurance policy and not a crop insurance pol-
icy”; (2) the “plants in greenhouses, plants in-ground[,] and plant
coverings in the fields” were “not cargo or ‘goods and/or merchan-
dise’ covered by the [policy]”; and (3) these items “were [not] in
‘transit’ or stored at a ‘location’ as defined by the [policy] at the
time of the loss.” Lloyds contended that the seedlings, plantings,
and plant coverings didn’t qualify for “location” coverage both be-
cause “open fields” were not a “location” as defined by the policy
(that is, a “building, tank, dock, wharf, pier, [or] bulkhead”) and
because neither the open fields nor the Trans Gro greenhouses ap-
peared on the statement of value attached to the policy—which
listed only the packing house at Pero’s Delray Beach facility as a
location with a “stock/inventory” value.
Pero agreed that the policy was “clear and unambiguous,”
but argued that the policy’s “clear, express, and unambiguously
broad coverage language”—including “[a]ll goods and/or mer-
chandise of every description incidental to” Pero’s business—
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20-12711 Opinion of the Court 9
meant that the policy covered the loss of Pero’s seedlings, plant-
ings, and plastic coverings. Pero contended that, because the pol-
icy did not define “goods” or “cargo” and did not use the term
“crops,” Lloyds could not deny coverage for the seedlings or plant-
ings. Pero further argued that the Trans Gro greenhouses fell
within the policy’s definition of “location” and Lloyds had con-
ceded “there [wa]s no merit to its denial” based on the greenhouses
not appearing in the statement of value. The “transit” coverage
also applied, Pero said, because the “Duration of Voyage Clause”
meant that the policy “afford[ed] uninterrupted coverage . . .
whether [covered goods were] in transit, by location, or as stock.”
In short, Pero asserted that the policy covered Pero’s goods “in all
settings and circumstances and at all times, from seed to store.”
Summary Judgment for Lloyds
The district court granted summary judgment for Lloyds
and denied Pero’s motion because “the unambiguous language in
the [p]olicy d[id] not provide coverage for Pero’s damaged seed-
lings, plantings, and plastic coverings.” The district court con-
cluded that the policy’s plain language “indicate[d] that it was in-
tended to cover goods that are sold by Pero while in transit from
the field to packaging to their final destination, and while they are
stored in transit.” And “a plain reading of ‘goods and/or merchan-
dise,’” the district court concluded, “necessitate[d] a finding that
said objects must be moved in trade or commerce.” Because Pero
didn’t sell “seedlings, plantings, [or] their plastic coverings,” the
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10 Opinion of the Court 20-12711
district court concluded that the items were therefore “not covered
under the [p]olicy.”
The district court rejected Pero’s argument that the “Dura-
tion of Voyage Clause” supported Pero’s broad interpretation of
the term “goods.” The district court concluded that the clause
“d[id] not expand the definition of ‘good’ or ‘subject-matter in-
sured’” and instead “simply delineate[d] the temporal scope and
contours of coverage” and so, “read in context,” “clearly sup-
port[ed]” Lloyds’ interpretation of the policy. The policy’s title, the
district court found, was “consistent with the coverage afforded”
by the policy’s plain meaning too.
The district court entered final judgment for Lloyds, and
Pero timely appealed.
STANDARD OF REVIEW
We review de novo the district court’s interpretation of the
insurance policy and its grant of summary judgment, applying the
same legal standards as the district court.
LaFarge Corp. v. Travel-
ers Indem. Co., 118 F.3d 1511, 1514–15 (11th Cir. 1997). “Summary
judgment is appropriate where there is no genuine issue as to any
material fact and the moving party is entitled to judgment as a mat-
ter of law.”
Jurich v. Compass Marine, Inc., 764 F.3d 1302, 1304
(11th Cir. 2014).
DISCUSSION
We agree with Pero that the policy’s language was clear and
unambiguous. But we agree with Lloyds and the district court that
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20-12711 Opinion of the Court 11
the policy did not cover Pero’s damaged seedlings, plantings, and
plastic coverings.
To determine the meaning of an insurance policy under
Florida law, “we look at the policy as a whole and give every pro-
vision its full meaning and operative effect.”
Hyman v. Nationwide
Mut. Fire Ins., 304 F.3d 1179, 1186 (11th Cir. 2002) (citations omit-
ted). In considering a contract as a whole, we must consider the
insurance application, which “becomes a part of the agreement be-
tween the parties.”
Nugget Oil, Inc. v. Universal Sec. Ins., 584
So. 2d 1068, 1069–70 (Fla. Dist. Ct. App. 1991) (citing Fla. Stat.
§ 627.419(1)). “We start with the plain language of the policy, as
bargained for by the parties.”
Hyman, 304 F.3d at 1186. “If that
language is unambiguous, it governs.”
Id.
Here, the policy unambiguously covered goods or merchan-
dise only while they were in transit or, by extension, “in store” as
“stock” at a “location” during the transit process. That’s what the
policy said was covered in the “Duration of Voyage Clause”:
Within the geographical limits of this policy,
cover
hereunder shall attach from the time the Assured as-
sumes an interest in and/or responsibility for the sub-
ject[-]matter insured and continues uninterrupted, in-
cluding transit, stock[,] and location coverage until
that interest and/or responsibility ceases.
The limitation at the beginning of the clause is the key: “cover . . .
attach[ed]” only “[w]ithin the geographical limits of the policy.”
The “geographical limits,” or “voyage,” started from a port or place
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12 Opinion of the Court 20-12711
in North America, ended at a port or place in North America, and
included while the goods or merchandise were “at rest,” “in store,”
or “at contractors” during the journey. And “location” was “any
building, tank, dock, wharf, pier, [or] bulkhead.” In other words,
the geographical limits of the policy were from a beginning point
to an end location, and anywhere goods or merchandise stopped in
between. Coverage “continue[d] uninterrupted, including transit,
stock[,] and location coverage,” during that trek.
The policy’s title confirmed that the policy covered only
goods or merchandise in transit or in storage during the transit pro-
cess. The policy was titled “Marine Cargo Insurance,” and “cargo,”
although not defined in the policy, was generally understood, at
the time, to mean “[g]oods transported by a vessel, airplane, or ve-
hicle.”
See Cargo,
Black’s Law Dictionary (10th ed. 2014).
The policy’s claims handling procedure also confirmed that
the policy covered only goods and merchandise in transit or in stor-
age as part of the transit process. The claims procedure required
that a series of transit-related pieces of information accompany no-
tice of a loss, including the “[n]ame of vessel/conveyance”; the
“[d]ate of shipment”; the “voyage”; the “[i]nsured cargo”; and the
“[c]urrent location of insured cargo.” The procedure also re-
quested additional transit-related documentation—such as “the
ocean bill of lading/airway bill/other contract of carriage”; the
“commercial sales/purchase invoice”; the “packing list”; the “dis-
charge tally or dock receipt”; and the “delivery receipt(s)”— “as
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20-12711 Opinion of the Court 13
soon as possible in support of any claim.” And the procedure re-
quired that “any packing materials . . . be retained.”
Consistent with the “Duration of Voyage Clause,” the pol-
icy’s title, and the claims procedure, the policy’s other provisions
showed that it covered goods or merchandise only while in transit
or in storage during the transit process. For example, the policy
covered “[a]ny means of
conveyance by land, sea[,] or air”
to and
from “[p]orts and/or places in North America,” including both
“transshipment risks” and “the risks of loading prior to and unload-
ing after arrival of all
transits [t]hereunder.” The policy “also
cover[ed] the subject[-]matter insured whilst on the premises of the
Assured or their Agents . . . or other premises for packing, repack-
ing, consolidation, deconsolidation[,] or similar incidental to and in
the normal course of transit until the goods are delivered to the
final destination(s).” And the policy provided coverage for various
transit-related risks, including: “non-
delivery”; a “change in
desti-
nation”; “shortages” unrelated to “forcible entry” into a shipping
container; “accumulation” resulting from transit interruption; late-
returned shipping container penalties; “concealed damage” discov-
ered “within 60 days of
arrival at final destination”; and damage
caused by
customs inspection, mandated fumigation of a “vessel or
conveyance,” prevention or mitigation of a waterborne convey-
ance’s pollution hazard, or insufficient packing, preparation, or
stowage by a third party. Even goods purchased “[f]ree on [b]oard,
[f]ree [a]longside [s]hip[,] or [c]ost and [f]reight” were covered.
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14 Opinion of the Court 20-12711
What’s more, the policy limited Lloyds’ monetary exposure
to $150,000 per “domestic inland
conveyance” and $5,000,000 per
“location,” with conveyance defined as “[a]ny means of convey-
ance by land, sea[,] or air” and “location” as “any building, tank,
dock, wharf, pier, [or] bulkhead.” In other words, the policy cov-
ered up to $150,000 in losses sustained on any single “means of con-
veyance” and $5,000,000 in losses sustained while the goods or
merchandise rested at a “location” during transit. The policy’s “In-
formation” section said that the policy covered “[t]ransits from
field to packing house.” And the statement of value attached to the
policy noted that Pero’s Delray Beach “packing house” held
“[s]tock/[i]nventory” valued at $5,000,000—the same amount as
the policy’s per “location” coverage limit.
Finally, Pero’s 2015 insurance application—which, again, we
treat as part of the contract,
Nugget Oil, 584 So. 2d at 1069–70—
explained that the policy covered only goods or merchandise in
transit or in storage during the transit process too. Specifically, the
application documents showed that Pero sought to insure
“[d]omestic shipments” of “[g]reen beans [and] peppers on vehicles
(dump trucks) moving from field to packing house” and the
“seed . . . stored on location.”
Pero raises four arguments for why the policy covered the
seedlings, plantings, and plastic coverings even though they were
not in transit or in storage as part of the transit process. We are
unpersuaded.
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20-12711 Opinion of the Court 15
First, Pero contends that “goods and/or merchandise” un-
der the subject-matter insured provision included seedlings, plant-
ings, and plastic coverings (and not just, as the district court con-
cluded, things Pero sold). But, even assuming seedlings, plantings,
and plastic coverings were goods and merchandise under the policy
(which we need not, and do not, decide), the “Subject-Matter In-
sured” provision didn’t answer the question of
when those goods
and merchandise were covered. Rather, the “Duration of Voyage
Clause” gave us the
when. It said that goods and merchandise were
covered only “[w]ithin the geographical limits of this policy.” And
the “geographical limits” of the policy were defined as voyages
from one port or place in North America to another port or place
in North America, including stops and storage during the transit
process. Seedlings, plantings, and plastic coverings that were not
in transit or resting between deliveries, like the ones destroyed at
Trans Gro’s greenhouses and in Pero’s fields during Hurricane
Irma, were not within the geographical limits of the policy.
Second, Pero argues that the “Duration of Voyage Clause”
and geographical limits provision provided “seed-to-shelf” cover-
age because the sections “expressly” covered all goods in “places in
North America.” But Pero misreads the geographical limits provi-
sion and ignores the policy’s title, the claims procedure, and the
other transit-related provisions in the policy. The “Duration of
Voyage Clause” and geographical limits provision offered coverage
to Pero’s goods and merchandise while in transit “from” field to
packaging, “to” their final destination, and while stored as “stock”
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16 Opinion of the Court 20-12711
during the course of transit; they did not cover goods and merchan-
dise anywhere and anytime.
Third, Pero asserts that the language in the “Duration of
Voyage Clause”—specifically, the phrase “including transit,
stock[,] and location coverage”—meant that the clause included
more than just transit, stock, and location coverage. “[T]he term
‘including,’” Pero explains, “logically means the coverage [wa]s
not
limited to transit activities or maritime cargo.” Although Pero’s
reading of the word “including” as non-limiting is correct, Pero
again overlooks the limiting language—“[w]ithin the geographical
limits of this policy”—at the beginning of the clause. This limita-
tion—permitting coverage for goods or merchandise only from a
beginning point to an end location and any stops in between—re-
stricted the term “including” to the boundaries of the policy’s geo-
graphical limits.
Fourth, Pero maintains that the district court erred by rely-
ing on the policy’s title—“Marine Cargo Insurance”—in interpret-
ing the policy. But the district court correctly recognized that, alt-
hough “the headings or subheadings of a document do not dictate
the meaning of the entire agreement under Florida law . . . where
the literal language of the heading is contrary to the agreement’s
overall scheme,”
Hinely v. Fla. Motorcycle Training, Inc., 70 So. 3d
620, 624 (Fla. Dist. Ct. App. 2011), here the policy’s title was “con-
sistent with the coverage afforded therein and thus . . . c[ould] be
considered in interpreting its plain meaning.”
See Nishman v.
Stein, 292 So. 3d 1277, 1283 (Fla. Dist. Ct. App. 2020) (“[W]hile
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20-12711 Opinion of the Court 17
headings are not necessarily dispositive, contractual provisions are
construed in the context of the entire agreement. Courts must
strive to read a contract in a way that gives effect to all of the con-
tract’s provisions.” (cleaned up)).
CONCLUSION
Because the insurance policy clearly and unambiguously did
not cover the portion of Pero’s claim that Lloyds denied, the dis-
trict court properly granted summary judgment for Lloyds and de-
nied partial summary judgment for Pero.
AFFIRMED.
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