California Court of Appeal Rules Parent Company Lacks Standing to Bring Declaratory Relief Action Against Subsidiary’s Insurer
In an opinion filed March 30, 2016, the California Court of Appeal for the First Appellate District held that the trial court properly sustained a demurrer, without leave to amend, as to a parent corporation’s declaratory relief complaint against its subsidiary’s insurer. D. Cummins Corporation v. United States Fidelity and Guaranty Company (2016) 2016 Cal.App.LEXIS 342. The court found that the parent company failed to show that an actual controversy between it and its subsidiary’s insurer existed.
The insured was D. Cummins Corporation (“Subsidiary”), a corporation engaged in the business of installing asbestos containing products. The Subsidiary and its parent, Cummins Holding LLC (“Parent”), brought a state court declaratory relief action against the Subsidiary’s insurer, United States Fidelity and Guaranty Company (“Insurer”). The Subsidiary and Parent sought a declaration relating to insurance coverage for underlying asbestos bodily injury claims.
The Insurer removed the action to federal court on the ground that the Parent, whose inclusion in the lawsuit defeated diversity jurisdiction, was fraudulently joined. The federal court remanded the case and the Insurer demurred to the Parent’s declaratory relief claim on the ground it lacked standing. The trial court sustained the demurrer and the Parent appealed.
The court of appeal cited to California’s declaratory relief statute, Code of Civil Procedure (“CCP”) section 1060, which provides that “[a]ny person interested under a written instrument … may, in cases of actual controversy … bring an original action … for a declaration … including a determination of any question of construction or validity arising under the instrument or contract.” Further, CCP section 1061 provides that the court may refuse to issue a declaratory judgment where the court’s “declaration or determination is not necessary and proper.”
The Parent argued that it had standing because it had a “practical interest in the proper interpretation of [its Subsidiary’s] insurance policies given its relationship to, and its central role in the pursuit of those insurance assets.” The appellate court rejected this argument because the Parent had not shown how this alleged indirect interest translated into “a legally cognizable theory of declaratory relief.”
The Parent next argued that its participation in the litigation was necessary since Subsidiary had no assets of its own. The appellate court rejected this argument because the Subsidiary’s lawsuit was continuing in the trial court notwithstanding the fact Parent’s claims were dismissed. Finally, the Parent cited to a number of decisions for the proposition that in some cases, parties have been permitted to bring declaratory relief actions even though they were not directly affected by the challenged contract, regulation or statute. The appellate court rejected this argument as well, finding that Parent had not alleged any theory showing it had more than an indirect interest in the policies at issue.
The appellate court held that because Parent had no contractual privity with the Insurer and was not otherwise interested in the policy, the trial court acted within its discretion in holding a declaration of Parent’s rights was “not necessary or proper at the time under all the circumstances.”
The practical significance of this case is twofold. First, it highlights that, while California’s declaratory relief statutes are broad, they are not limitless. Second, the constraints on California’s declaratory relief statutes articulated in the decision will make it more difficult for plaintiffs to include parties with no practical interest in declaratory relief actions for the purpose of defeating diversity jurisdiction.