RSUI INDEMNITY COMPANY, Plaintiff Below, Appellant/Cross-Appellee, v. DAVID H. MURDOCK and DOLE FOOD COMPANY, INC., Defendants Below, Appellees/Cross-Appellants., 248 A.3d 887

Summary

HOLDINGS: [1]-The trial court did not err determining that the Profit/Fraud Exclusion did not apply because there was no adjudication in the federal securities action, as required by the directors, officers, and corporate (D&O) liability policy; [2]-The trial court did not err in awarding summary judgment in favor of the insurer on the insureds' breach of the implied-covenant-of-good-faith-and-fair-dealing claim because the insurer was aware of the insureds' and the policy's contacts with California, and those contacts formed the basis of a bona fide dispute regarding the choice-of-law; [3]-The trial court correctly determined that Delaware had the most significant relationship to the policy because the court weighed the California contacts against Delaware's interest in protecting the ability of its considerable corporate citizenry to secure D&O insurance.