J-A10038-26 2026 PA Super 197
CHRISTINE BLACK MATHEWS, AS : IN THE SUPERIOR COURT OF
POWER OF ATTORNEY FOR JUSTIN : PENNSYLVANIA
MATHEWS :
:
Appellant :
:
:
v. :
: No. 638 EDA 2025
:
ACE PROPERTY AND CASUALTY :
INSURANCE COMPANY :
Appeal from the Order Entered February 11, 2025
In the Court of Common Pleas of Philadelphia County Civil Division at
No(s): 231000190
BEFORE: STABILE, J., LANE, J., and STEVENS, P.J.E.*
OPINION BY STEVENS, P.J.E.: FILED SEPTEMBER 4, 2026
Christine Black Mathews (“Appellant”), as Power of Attorney for Justin
Mathews, appeals the order entered by the Court of Common Pleas of
Philadelphia County granting the motion for judgment on the pleadings filed
by ACE Property and Casualty Insurance Company (“ACE”). We affirm.
On September 29, 2019, Justin Mathews (“Mr. Mathews”) was crossing
an intersection on foot within a marked crosswalk in Brooklyn, New York, when
he was hit by a vehicle driven by Brian Ash, an underinsured motorist.
Amended Complaint, at ¶ 7-8. As a result of the significant injuries Mr.
Mathews sustained in the crash, he was rendered quadriplegic and requires
extensive medical care. Id. at ¶ 13-14.
* Former Justice specially assigned to the Superior Court.
J-A10038-26
At the time of the accident, Mr. Mathews was employed as an executive
of Interpublic Group of Companies (“IPG”). Id. at ¶ 15. Following the
accident, Appellant, as Power of Attorney for Mr. Mathews, sought to recover
uninsured/underinsured motorist (UM/UIM) benefits for her husband under
insurance policies held by IPG, including the Great Northern Business Auto
Coverage Policy (“Great Northern Policy”) and the ACE Umbrella Plus New York
Commercial Umbrella Liability Policy (“Umbrella Policy”). Id. at ¶ 16-23.
Both of IPG’s insurance policies were administered by Great Northern and
ACE’s parent company, Chubb Insurance Company (“Chubb”). Id. at ¶ 24.
In a letter dated May 18, 2020, Chubb agreed that Mr. Mathews was
entitled to UIM coverage under the Great Northern Policy, specifically under
an endorsement entitled “Drive Other Cars – Broadened Coverage for Named
Individuals,” which covered “all executives and officers of [IPG]” as “named
insureds” if they are struck by a vehicle not owned by the insured while they
are pedestrians. Id. at ¶ 17, 26; Chubb letter, 5/18/20, at 1.
However, in the same letter, Chubb denied Mr. Mathews coverage under
the Umbrella Policy on behalf of ACE, asserting that the accident did not trigger
the insuring clauses of the Umbrella Policy which only covers losses above the
policy limit of an underlying insurance policy that the insured “becomes legally
obligated to pay as damages because of ‘bodily injury.’” Chubb letter, 5/18/20,
at 3; Umbrella Policy, at 1.
Appellant filed a complaint on October 2, 2023 and an amended
complaint on November 11, 2023 against ACE in the Court of Common Pleas
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of Philadelphia County raising claims of breach of contract, bad faith, and
breach of the duty of good faith and fair dealing as well as seeking a
declaratory judgment.1 After ACE filed preliminary objections to the Amended
Complaint, the trial court entered an order on May 9, 2024, sustaining ACE’s
preliminary objections to the counts of bad faith and breach of the duty of
good faith and fair dealing, but overruling the remaining objections.
On October 1, 2024, ACE filed a motion for judgment on the pleadings
on the remaining claims, arguing that Mr. Mathews’ claim for first-party UIM
benefits was not covered by the Umbrella Policy, which only provided coverage
for third-party liability claims, losses that an insured “becomes legally
obligated to pay.” On February 11, 2025, the trial court granted ACE’s motion
for judgment on the pleadings, entered judgment in its favor on Appellant’s
claims for breach of contract and declaratory judgment, and dismissed
Appellant’s Amended Complaint with prejudice.
On March 5, 2025, Appellant filed a timely appeal. Appellant complied
with the trial court’s directions to file a concise statement of errors complained
of on appeal pursuant to Pa.R.A.P. 1925(b).
Appellant presents the following question for our review on appeal:
Did the trial court err in granting judgment on the pleadings where
(a) the ACE Umbrella Plus policy provides coverage for bodily
injuries caused by an uninsured/underinsured motorist because ____________________________________________
1 The parties agreed that the Court of Common Pleas of Philadelphia County
had personal jurisdiction over ACE pursuant to 42 Pa.C.S.A. § 5301(a) as ACE is incorporated in Pennsylvania and has its principal place of business in Philadelphia, Pennsylvania. Amended Complaint, at ¶ 4-5.
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the policy’s coverage for bodily injury follows the form of an
underlying policy that provides coverage for bodily injury caused
by an uninsured/underinsured motorist; or (b) in the alternative,
the Umbrella Plus policy could be read to provide UM/UIM
coverage such that the trial court should have applied the doctrine
of contra proferentem or considered extrinsic evidence showing
that ACE intended to provide such coverage.
Appellant’s Brief, at 2.
We begin by setting forth the applicable standard of review:
A motion for judgment on the pleadings should be granted only
where the pleadings demonstrate that no genuine issue of fact
exists, and the moving party is entitled to judgment as a matter
of law. Thus, in reviewing a trial court's decision to grant judgment
on the pleadings, the scope of review of the appellate court is
plenary; the reviewing court must determine if the action of the
trial court is based on a clear error of law or whether there were
facts disclosed by the pleadings that should properly go to the
jury. An appellate court must accept as true all well-pleaded facts
of the party against whom the motion is made, while considering
against him only those facts which he specifically admits. Neither
party can be deemed to have admitted either conclusions of law
or unjustified inferences. Moreover, in conducting its inquiry, the
court should confine itself to the pleadings themselves and any
documents or exhibits properly attached to them. The court may
not consider inadmissible evidence in determining a motion for
judgment on the pleadings. Only where the moving party's case
is clear and free from doubt such that a trial would prove fruitless
will an appellate court affirm a motion for judgment on the
pleadings.
Erie Ins. Exch. v. Russo, 343 A.3d 291, 295 (Pa. Super. 2025) (quoting
Chris Eldredge Containers, LLC v. Crum & Foster Specialty Ins. Co., 335
A.3d 1216, 1119-20 (Pa. Super. 2025) (citations omitted)).
As a preliminary matter, we note that Appellant does not challenge the
trial court’s choice-of-law analysis or its decision to analyze the case under
both Pennsylvania and New York law interchangeably. This Court has held
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that “the first step in a choice of law analysis under Pennsylvania law is to
determine whether a conflict exists between the laws of competing states …
[i]f no conflict exists, further analysis is unnecessary.” Budtel Associates,
LP v. Continental Casualty Company, Assocs., LP v. Cont'l Cas. Co., 915
A.2d 640, 644 (Pa. Super. 2006) (upholding trial court’s decision to apply
Pennsylvania substantive law after finding no conflict between Pennsylvania
and New Jersey law on the issue of interpretation of insurance policies). 2
As we agree with the trial court’s finding that there is no conflict between
Pennsylvania or New York law on the relevant issues of the interpretation of
insurance policies and general contract interpretation principles, we need not
proceed with further choice-of-law analysis.
Given that “[t]he interpretation of an insurance contract is a question of
law,” our standard of review is de novo and the scope of review is plenary.
Clarke v. MMG Ins. Co., 100 A.3d 271, 275–76 (Pa. Super. 2014).
The goal in construing and applying the language of an insurance
contract is to effectuate the intent of the parties as manifested by
the language of the specific policy. When the language of an
insurance policy is plain and unambiguous, a court is bound by
that language. Alternatively, if an insurance policy contains an
ambiguous term, the policy is to be construed in favor of the
insured to further the contract's prime purpose of indemnification
and against the insurer, as the insurer drafts the policy, and ____________________________________________
2 In Budtel, this Court adopted a flexible choice-of-law analysis, displacing the traditional “lex loci contractus” rule for contract cases, which had previously required application of the law where the contract was formed. Budtel, 915 A.2d at 644 (citing Griffith v. United Air Lines, Inc., 416 Pa. 1, 203 A.2d 796 (1964) (abandoning the “lex loci delicti” rule in favor of a flexible approach to choice-of-law questions in tort cases)).
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controls coverage. Contract language is ambiguous if it is
reasonably susceptible to more than one construction and
meaning. Finally, the language of the policy must be construed in
its plain and ordinary sense, and the policy must be read in its
entirety.
State Farm Mut. Auto. Ins. Co. v. Dooner, 189 A.3d 479, 482 (Pa. Super.
2018) (quoting Pennsylvania Nat. Mut. Cas. Ins. Co. v. St. John, 630 Pa.
1, 106 A.3d 1, 14 (2014)). “The insured bears the initial burden of
establishing that the asserted claim is covered. If the insured is successful,
the insurer bears the burden of establishing the applicability of an exclusion.”
MacMiles, LLC v. Erie Ins. Exch., 286 A.3d 331, 334 (Pa. Super. 2022)
(citing Erie Ins. Grp. v. Catania, 95 A.3d 320, 322–23 (Pa. Super. 2014)).
We begin by reviewing the pertinent policy language. The Umbrella
Policy states the following in the “Insuring Agreement”: “We will pay on behalf
of the ‘insured’ those sums in excess of the ‘retained limit’ that the ‘insured’
becomes legally obligated to pay as damages because of ‘bodily injury.’”
Umbrella Policy, at 1 (emphasis added).
The Umbrella Policy also defines the term “loss” as “sums paid in the
settlement of a claim or ‘suit’ or satisfaction of a judgment which the ‘insured’
is legally liable to pay as damages because of ‘bodily injury.’” Umbrella Policy,
at 23 (emphasis added). The “Conditions” section of the Umbrella Policy
provided the following provision which governed when a “loss” is payable:
O. When a “Loss” is Payable
Liability under this policy shall not apply unless and until the
“insured” or “insured’s” underlying insurer has become obligated
to pay the “retained limit.” Such obligation by the “insured” to
pay part of the “loss” shall have been previously determined by a
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written agreement between the “insured,” claimant, and us. We
will obtain your consent to settle any claim within the “retained
limit” unless such consent is unreasonably withheld.
Umbrella Policy, at 20 (emphasis added).
Based on these policy provisions, the trial court found the Umbrella
Policy only provided coverage for third-party liability claims for which the
insured becomes legally liable to pay as damages. Moreover, the trial court
found that the “loss” provisions clarified that ACE was not obligated to pay for
a “loss” unless Mathews or his underlying insurer (Great Northern) had
become obligated to pay a third party.
This Court has found that materially identical language provides thirdparty liability coverage and does not provide first-party UM/UIM coverage. In
Kromer v. Reliance Ins. Co., 677 A.2d 1224 (Pa. Super. 1996), this Court
found the plain language in an umbrella insurance policy stating that the
insurer agreed “to pay on behalf of the insured all sums which the insured is
legally obligated to pay” only provided coverage for third-party liability claims
against the insured and did not “express any intention of providing first party
underinsured motorist coverage.” Id. at 1230 (emphasis added).
Likewise, in this case, the parties agree that the insuring clauses of the
Umbrella Policy only provide coverage for third-party liability claims; Appellant
concedes the trial court was correct in finding Appellant’s requested first-party
UIM coverage for Mr. Mathew’s own injuries does not constitute a sum which
Mr. Mathews “became legally obligated to pay.”
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Instead, Appellant argues that the original terms of the ACE Umbrella
policy were amended in its Automobile Liability Follow-Form Endorsement
(“Follow-Form Endorsement”), which provided that coverage for “bodily
injury” would “follow the terms, definitions, conditions, and exclusions of any
‘scheduled underlying insurance.’” The Follow-Form Endorsement specifically
states the following:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT
CAREFULLY.
This endorsement modifies all insurance provided under the
following:
COMMERCIAL UMBRELLA LIABILITY POLICY
Auto Liability
When insurance for “bodily injury” … is provided by an automobile
liability policy listed in the “scheduled underlying insurance,”
coverage under this policy for such “bodily injury” … will follow the
terms, definitions, conditions, and exclusions of “scheduled
underlying insurance,” subject to the “policy period” limits of this
insurance, premium and all other terms, definitions, conditions,
and exclusions of this policy. Coverage provided by this policy will
not be broader than the coverage provided by “scheduled
underlying insurance.”
Follow-Form Endorsement, at 1.
While Appellant acknowledges that the default terms of the Umbrella
Policy only provide coverage for third-party liability claims of bodily injury and
contain no provision for first-party benefits, Appellant asserts that the FollowForm Endorsement expands the Umbrella Policy’s coverage to include firstparty benefits by directing that coverage under the Umbrella Policy follows the
form of the Great Northern policy’s coverage for bodily injury, which includes
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a UM/UIM endorsement. Appellant’s Brief, at 6, 16. Appellant argues that
the Follow-Form Endorsement incorporates the terms, definitions, conditions,
and exclusions of the underlying policy. See Kropa v. Gateway Ford, 974
A.2d 502, 505 (Pa. Super. 2009) (“[b]y definition, a following form policy
incorporates terms from an underlying, primary policy”).
We reject Appellant’s invitation to find that in light of the Follow-Form
Endorsement, the Umbrella Policy should be read to include first-party UIM
benefits. Although the Follow-Form Endorsement indicates that coverage
under the Umbrella Policy would follow the terms, definitions, conditions, and
exclusions of the scheduled underlying insurance (the Great Northern Policy),
the Follow-Form Endorsement clearly states that coverage is still ”subject to
the … terms, definitions, conditions, and exclusions of [the Umbrella] policy.”
Follow-Form Endorsement, at 1 (emphasis added). The “subject to” clause
clarifies that the language of the Umbrella Policy is controlling when there is
a conflict between the Umbrella Policy and the terms of the underlying policy.
It is undisputed that the Umbrella Policy does not provide first-party benefits.
We find analogous the decision in Matarasso v. Continental Cas. Co.,
82 A.D.2d 861, 440 N.Y.S.2d 40 (1981), in which the claimants recovered the
maximum allowable benefits under their primary automobile policy’s UM
endorsement and sought to recover excess benefits under a commercial
umbrella liability policy issued by Continental. The New York Supreme Court
(Appellate Division) was tasked with deciding whether UM coverage was
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provided by the umbrella liability policy, which incorporated by reference
provisions of the underlying automobile policy.
The Matarasso Court found that the UM endorsement in the underlying
automobile policy did not apply to the umbrella liability policy:
The umbrella policy clearly provides excess protection for claimant
Daniel Matarasso and his business against liability from third party
claims. It incorporates the underlying policies insofar as they
provide for protection against liability for damages to third parties.
The uninsured motorist coverage provided by the underlying
automobile liability policy does not involve claims of liability
against the insured from third parties and is not incorporated by
the umbrella policy. Any other interpretation would distort the
actual purpose of the umbrella policy.
Id. at 862, 440 N.Y.S.2d at 41.
Turning back to the instant case, we find Appellant’s argument
unpersuasive using similar logic. We reiterate that the language of the
Umbrella Policy clearly delineates that coverage is limited to the provision of
excess protection for Mr. Mathews against third-party liability claims. The
Follow-Form Endorsement does not expand the coverage of Umbrella Policy
to include first-party UM/UIM benefits, as coverage is still subject to the terms,
definitions, conditions, and exclusions of the Umbrella Policy. Rather, the
Umbrella Policy follows the form of the underlying policy “insofar as [it]
provide[s] for protection against liability for damages to third parties.”
Matarasso, supra.
Appellant also suggests that the trial court should have found that the
Umbrella Policy contained an ambiguity which should have been interpreted
against ACE as the drafting party. Appellant also argues that the trial court
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should have considered extrinsic evidence to determine the meaning of the
policy language.
Appellant is attempting to recreate an ambiguity where none exists.
Courts “will not find a particular provision ambiguous simply because the
parties disagree on the proper construction; if possible, it will read the
provision to avoid an ambiguity.” Dooner, 189 A.3d at 482-83 (quoting
Brown v. Everett Cash Mutual Insurance Company, 157 A.3d 958, 962
(Pa. Super. 2017)).
Given that Appellant has not shown that an ambiguity exists in the
policy, the trial court did not err in refusing to consider extrinsic evidence
offered by Appellant to support her interpretation of the policy language.
Where the language of an insurance policy is unambiguous, courts do not
consider extrinsic evidence. Brosovic v. Nationwide Mut. Ins., 841 A.2d
1071, 1074 (Pa. Super. 2004).
For the foregoing reasons, we conclude the trial court correctly found
that Mr. Mathews is not entitled to UIM coverage under the ACE Umbrella
Policy. Therefore, we affirm the trial court’s order granting ACE’s motion for
judgment on the pleadings.
Order affirmed.
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Date: 9/4/2026
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