New York State Court of Claims

New York State Court of Claims

CONTINENTAL v. THE STATE OF NEW YORK, #2001-019-506, Claim No. 98959, Motion Nos. M-61970, CM-61980


Synopsis


Workers' Compensation Law 54 (6) election is applicable to entire Workers' Compensation and Employers' Liability policy issued by State Insurance Fund. State's motion for summary judgment granted and Claim dismissed. Claimant's cross-motion for summary judgment denied

Case Information

UID:
2001-019-506
Claimant(s):
CONTINENTAL INSURANCE COMPANY, as Equitable Subrogee of CONCEPT CONSTRUCTION CORP. The court has sua sponte amended the caption to reflect the State of New York as the only proper defendant.
Claimant short name:
CONTINENTAL
Footnote (claimant name) :

Defendant(s):
THE STATE OF NEW YORK
Footnote (defendant name) :
The court has sua sponte amended the caption to reflect the State of New York as the only proper defendant.
Third-party claimant(s):

Third-party defendant(s):

Claim number(s):
98959
Motion number(s):
M-61970
Cross-motion number(s):
CM-61980
Judge:
FERRIS D. LEBOUS
Claimant's attorney:
FORD, MARRIN, ESPOSITO, WITMEYER & GLESER, LLPBY: Stuart C. Levene, Esq., of counsel
Defendant's attorney:
HON. ELIOT SPITZER, ATTORNEY GENERAL
BY: Ellen S. Mendelson, Assistant Attorney General, of counsel
Third-party defendant's attorney:

Signature date:
March 2, 2001
City:
Binghamton
Comments:

Official citation:

Appellate results:

See also (multicaptioned case)



Decision

The sole issue presented on these motions for summary judgment is the previously unanswered question of whether an election to exclude executive officers from Workers' Compensation benefits made pursuant to Workers' Compensation Law 54 (6) is applicable solely to Workers' Compensation first party benefits or, does said election also eliminate the corporation's coverage for injuries to said officers under the Employers' Liability portion of a Workers' Compensation and Employers' Liability policy.[1](9 Couch on Insurance [3d ed] § 133:26, p 133-40). For the reasons set forth below, this Court finds that such an election is applicable to both the Workers' Compensation and Employers' Liability portions of a policy.


The Court has considered the following papers in connection with this motion:
  1. Claim, filed September 14, 1998.
  2. Notice of Motion No. M-61970, dated June 27, 2000, and filed July 5, 2000.
  3. Affirmation of Ellen S. Mendelson, AAG, in support of Motion No. M-61970, dated June 27, 2000, with attached exhibits.
  4. Affidavit of Sherwin Taylor, in support of Motion No. M-61970, sworn to June 29, 2000.
  5. Defendant's Memorandum of Law, in support of Motion No. M-61970, dated June 27, 2000.
  6. Notice of Cross-Motion No. CM-61980, dated July 5, 2000 and filed July 10, 2000.
  7. Affirmation of Stuart C. Levene, Esq., in opposition to Motion No. M-61970 and in support of Motion No. CM-61980, dated July 5, 2000, and filed July 10, 2000, with attached exhibits.
  8. Affidavit of Thomas A. Anderson, in support of Motion No. CM-61980, sworn to June 20, 2000.
  9. "Plaintiff's" [sic] Memorandum of Law, in opposition to Motion No. M-61970 and in support of Motion No. CM-61980, dated July 5, 2000.
  10. Affidavit of Ellen S. Mendelson, AAG, in opposition to Motion No. CM-61980, dated August 30, 2000, and filed September 5, 2000.
  11. Defendant's Reply Memorandum of Law, in opposition to Motion No. CM-61980, dated August 30, 2000.
  12. Reply Affirmation of Stuart C. Levene, Esq., in support of Motion No. CM-61980, dated September 12, 2000, and filed September 15, 2000, with attached exhibit.
  13. Claimant's Reply Memorandum of Law, in support of Motion No. CM-61980, dated September 12, 2000.
  14. Supplemental Reply Affirmation of Stuart C. Levene, Esq., in support of Motion No. CM-61980, dated September 13, 2000, and filed September 14, 2000, with attached exhibit.
  15. Letter from Ellen S. Mendelson, AAG to Court, dated October 2, 2000, and received October 6, 2000, with attached letter from State of New York Insurance Department, dated September 29, 2000.
  16. Facsimile letter from Stuart C. Levene, Esq. to Court, dated October 10, 2000.
  17. Facsimile letter from Stuart C. Levene, Esq. to Court, dated October 13, 2000, with attached exhibit.
  18. Facsimile letter from Stuart C. Levene, Esq. to Court, dated November 3, 2000, with attached exhibit.
  19. Letter from Joan C. Long, Counsel to Hon. Ferris D. Lebous to both counsel, dated November 8, 2000.
  20. Facsimile letter from Ellen S. Mendelson, AAG to Court, dated November 15, 2000.
FACTS
The relevant facts are undisputed. On April 1, 1991, Thomas P. Murray, a co-owner of subcontractor T & T Murray Co., Inc. (hereinafter "T & T"), was injured in a work-related accident. T & T purchased a Workers' Compensation and Employers' Liability insurance policy (sometimes hereinafter referred to collectively as "the Policy") from the State Insurance Fund (hereinafter sometimes "State" or "State Fund"), as well as a commercial general liability insurance policy with CNA. Concept Construction Corp. (hereinafter "Concept") was the general contractor for the project and was insured by Continental Insurance Company (hereinafter "Claimant" or "Continental"). Mr. Murray commenced a personal injury action against Concept (as general contractor) and Niagara Frontier Transportation Authority (as owner of the site) in Supreme Court, Erie County. Concept commenced a third-party action against T & T. In the main action, the Fourth Department granted summary judgment in favor of Mr. Murray who then obtained a 9.8 million-dollar judgment against Concept following a damages only trial. (Murray v Niagara Frontier Transp. Auth., 199 AD2d 984, lv denied 1994 WL 72879, appeal after remand 229 AD2d 1015). The parties agreed on a total settlement of $6,960,000.00 with Continental (for Concept) paying $5,960,000.00 and CNA (for T & T) paying $1,000,000.00. Concept was then awarded judgment for common law indemnification against T & T. (Murray v Niagara, supra, 229 AD2d 1015; see also Verified Claim, Exhibits B & C). The State Fund, as T & T's Workers' Compensation and Employers' Liability carrier, refused to contribute towards the judgment based upon the Notice of Election dated April 5, 1989 executed by the officers of T & T acknowledging that Thomas P. Murray was one of two executive officers of T & T and was the co-owner of all issued and outstanding stock and co-holder of all the offices. Continental became the equitable subrogee to Concept's rights against the State Fund by virtue of paying the settlement funds on behalf of Concept. Continental commenced this claim seeking indemnification from the State Fund for the $5,960,000.00 paid to Mr. Murray on behalf of Concept.

LAW
The State moves for summary judgment pursuant to CPLR 3212. Claimant opposes the motion and cross-moves for summary judgment.[2] On a motion for summary judgment, the moving party must present evidentiary facts that establish the party's right to judgment as a matter of law, while the opposing party must present evidentiary proof in admissible form that demonstrates the existence of a factual issue. (Friends of Animals v Associated Fur Mfrs., 46 NY2d 1065, 1067-1068). The parties agree the issues presented are matters of law ripe for resolution by way of these motions for summary judgment.



I. Workers' Compensation Law 54 (6)

By way of background, Workers' Compensation insurance covers an employer's first-party liability to employees injured on the job for statutorily-mandated workers' compensation benefits (sometimes hereinafter "Part One" or "Coverage A"). Under this coverage, an employee injured on the job receives compensation from the employers' compensation insurance carrier without regard to fault. (Workers' Compensation Law 10). An employer may also purchase Employers' Liability insurance from the Defendant State Fund that provides coverage against third-party claims brought against the employer arising out of an employee's injuries (sometimes hereinafter "Part Two" or "Coverage B"). In other words, a Workers' Compensation and Employers' Liability Policy is meant to insure the employer against financial obligations arising from injuries to employees. Additionally, an employer may obtain Commercial General Liability insurance to protect the employer from liability for injuries to third parties (non-employees). However, neither Workers' Compensation, Employers' Liability, nor Commercial General Liability insurance provides protection and coverage for injuries to an employer since, "[t]he employer is usually a legal entity, not a real person...." (Continental Insurance Company v Estate of Benton, 896 FSupp. 272). However, Workers' Compensation Law 54 attempts to close this coverage gap for corporate owners and self-employed individuals by providing a procedure that allows them to be treated as employees for the purpose of obtaining Workers' Compensation coverage and benefits. (Id.). More specifically to the facts at hand, Workers' Compensation Law 54 (6) allows for executive officers, such as Thomas P. Murray, owning all the stock of a corporation to be considered employees for the purposes of Workers' Compensation coverage. However, Workers' Compensation Law 54 (6) also contains a mechanism that grants those officers the ability to opt-out of Workers' Compensation coverage and benefits. Whether an owner/employer elects to opt-out of this coverage under Workers' Compensation Law 54 (6) is generally the result of a cost-benefit analysis, wherein the employer weighs the risk of uninsured personal injury to the employer himself while on the job, against the cost of maintaining coverage insuring against the same.


Here, T & T purchased a Workers' Compensation and Employers' Liability insurance policy from the State Fund, but Thomas P. Murray executed a Notice of Election on behalf of the corporation to exclude himself from Workers' Compensation coverage as permitted by Workers' Compensation Law 54 (6). Workers' Compensation Law 54 (6) states, in pertinent part, as follows:
[t]wo executive officers of a corporation who at all times during the period involved between them own all of the issued and outstanding stock of such corporation and hold all such offices and who is the executive officer or who are the executive officers of a corporation having other persons who are employees required to be covered under this chapter shall be deemed to be included in the compensation insurance contract or covered under a certificate of self-insurance unless the officer or officers elect to be excluded from the coverage of this chapter...Such election shall be effective with respect to all policies issued to such corporation by such insurance carrier as long as it shall continuously insure the corporation. Such election shall be final and binding upon the executive officer or officers named in the notice until revoked by the corporation.[3]


(Workers' Compensation Law, 54 [6]; emphases and footnote added).


The State's primary rationale for its entitlement to summary judgment rests on the Notice of Election signed by Thomas P. Murray, as one of two executive officers of T & T, pursuant to Workers' Compensation Law 54 (6). (Affirmation of Ellen S. Mendelson, AAG, Exhibit B).

As a result of that election, the State argues that Mr. Murray was not an employee for purposes of the entire Policy (Workers' Compensation and Employers' Liability) and, as such, there was no coverage afforded the corporation for the indemnification sought herein under the Employers' Liability portion of the Policy. In opposition, Claimant's position is that said Notice of Election to exclude Thomas P. Murray as an employee of the corporation pertains solely to the Workers' Compensation portion of the Policy and does not apply to the separate and distinct portion of the insurance contract providing Employers' Liability coverage to the corporation. Thus, this Court is left to consider whether the Notice of Election by T & T to exclude Thomas P. Murray from Workers' Compensation coverage as an executive officer of T & T is applicable solely to Workers' Compensation benefits or, once executed, does said Notice of Election apply to both Workers' Compensation and Employers' Liability coverages. In this Court's view, such an election is applicable to both the Workers' Compensation and Employers' Liability portions of the Policy for the reasons set forth below.


A. Definition of Employee


Insurance Law 1113 (15) defines "Workers' compensation and employers' liability insurance" as follows: "[i]nsurance against the legal liability, under common law or statute or assumed by contract, of any employer for the death or disablement of, or injury to, his employee...." [Emphasis added]. Here, the instant Policy itself affords Employers' Liability coverage to the corporation only for injuries to employees arising out of employment. For instance, Part Two of the policy, Employers' Liability, states "[t]he bodily injury must arise out of and in the course of the injured employee's employment by you" and consistently refers to said coverage applying to employees only. (Exhibit F to Affirmation of Stuart C. Levene, Esq., dated July 5, 2000; emphasis added).


In addition, Workers' Compensation Law 54 (6) does not use the term "employee" to identify corporate officers, but rather uses the terms "executive officer"; "officer" or "officers". This is consistent with the legislative history which reflects the view that officers owning all of the corporate stock are the employers, rather than employees.[4](1982 NY Senate Bill 9190, A. 12422). (L 1982 c 396 & 398). Moreover, Workers' Compensation Law 2 (4) specifically excludes such qualified officers, by virtue of their ownership of all the corporate stock, from the definition of employee as follows:

[t]he term "employee" shall not include...two executive officers of a corporation who at all times during the period involved between them own all of the issued and outstanding stock of such corporation and hold all such offices except as provided in subdivision six of section fifty-four of this chapter....

(Emphases added). In other words, under Workers' Compensation Law 2 (4) a qualified executive officer is not an employee, except for the limited purpose of receiving first party Workers' Compensation benefits with the additional proviso that he/she can opt-out of such Workers' Compensation coverage and benefits under the procedures set forth in Workers' Compensation Law 54 (6). Under the primary definition, Thomas P. Murray is not an employee simply because he is one of two executive officers co-owning all issued and outstanding stock and co-holder of all the offices. Under the proviso, Thomas P. Murray is not an employee because he excluded himself from the very statutory scheme that would have allowed him to be considered as an employee once he signed the Notice of Election. As such, under this analysis, Thomas P. Murray is not an employee under either the primary definition of Workers' Compensation Law 2 (4) or the proviso therein relating to Workers' Compensation Law 54 (6).


The State also cites Continental Insurance Company v Estate of Benton, supra, 896 F.Supp. 272, and argues that Mr. Murray's decision to be excluded as an employee for purposes of Part One Workers' Compensation also applies to Part Two Employers' Liability coverage. There, the Court stated, in pertinent part, that:
[f]or coverage under the WC policy[5] to apply, the injured person must be an 'employee.' This is true whether coverage is sought under Part One of the policy (Workers Compensation Insurance) or Part Two (Employers Liability Insurance)...

Defendants argue that the §54 election requirement applies only to Part One of the WC policy. However, Part Two of the policy provides coverage only for 'bodily injury [arising] out of and in the course of the injured employee's employment by' [the employer]. Therefore, [the individual's] status as an employee or employer is determinative under Part Two as well.
(Continental Insurance Company v Estate of Benton, supra, 896 F.Supp. 272, 274 & fn1; emphasis added). Claimant seeks to distinguish Continental Insurance Company v Estate of Benton (hereinafter "Benton") on the grounds that case involved a sole proprietor as opposed to a corporation such as T & T in this case. However, under Workers' Compensation Law 54 (6) executive officers of a corporation are deemed included and may opt-out of paid Workers' Compensation coverage, while sole proprietors and partners, as in Benton, are deemed excluded but may opt-in to the same under Workers' Compensation Law 54 (8). In short, this Court finds whether one applies Workers' Compensation Law 54 (6) or 54 (8) that the overall import of Benton remains unchanged, namely that when a person is not an employee as that term is defined by the Workers' Compensation Law, then that person is not an employee for purposes of either Workers' Compensation or Employers' Liability coverage. This is true regardless of whether the "employer" is a sole proprietor as in Benton, or, as on these facts, a corporation.


B. Statutory Language

Next, Claimant points to the language of Workers' Compensation Law 54 (6) which states a Notice of Election pertains to "the coverage of this chapter", and argues this language refers solely to Chapter 67 of the Consolidated Laws of the State (Workers' Compensation Law) which governs Workers' Compensation benefits and not Employers' Liability insurance. However, the State Fund is granted various powers and duties under Chapter 67, including among them the right to issue employers' liability insurance (Workers' Compensation Law, 76 (1); Matter of Consolidated Mut. Ins. Co. [Arcade Cleaning Contrs. - Superintendent of Ins.], 60 NY2d 1, fn 6). As such, this Court finds the phrase "coverage under this chapter", meaning Chapter 67, broad enough to include both the Workers' Compensation and Employers' Liability insurance portions of policies issued by the State Fund.


II. The Policy

The parties next turn to the Policy itself in support of their respective positions in recognition of the well-settled principle that an insurance policy must, as a matter of fundamental contract law, be interpreted within the four corners of the policy itself. (Bretton v Mutual of Omaha Ins. Co., 110 AD2d 46, affd, 66 NY2d 1020; Adorable Coat Co. v Connecticut Indem. Co., 157 AD2d 366). Claimant submits two alternative arguments. First, Claimant argues that the Workers' Compensation and Employers' Liability coverages are unambiguously set out as separate and independent coverages in the Policy based upon "[i]ts physical layout, titles and terms...." (Claimant's Memorandum of Law dated July 5, 2000, p 16). In the alternative, Claimant contends the Policy is ambiguous because it does not state in clear and unambiguous language that Employers' Liability coverage afforded the corporation would be eliminated upon the corporation executing a Notice of Election to exclude Thomas P. Murray pursuant to Workers' Compensation Law 54 (6). Claimant argues that any ambiguity should be resolved in favor of the insured. (Miller v Continental Ins. Co., 40 NY2d 675). The State contends that this Policy is unambiguous in its composition as one integrated policy.


For the reasons set forth below, the Court views this document and its composition as one integrated policy, rather than two separate and distinct policies providing unrelated coverages.[6] (Mount Vernon Fire Ins. Co. v Creative Hous., 88 NY2d 347, 352 [policy provisions are not rendered ambiguous merely because the parties choose to interpret them differently]). For instance, the top portion of the first page of the Policy contains the following title and instruction:
WORKERS' COMPENSATION AND

EMPLOYERS' LIABILITY POLICY


THIS IS
YOUR POLICY. PLEASE READ IT.
(Exhibit F to Affirmation of Stuart C. Levene, Esq.; emphases added). As pointed out by the State, in interpreting insurance policies every clause or word is deemed to have some meaning and none of its terms should be assumed to be superfluous or to have been idly inserted. (Bretton v Mutual of Omaha Ins. Co., 110 AD2d 46, affd 66 NY2d 1020). There is nothing ambiguous about the choice of the singular tense words and phrases such as "policy", "this is", and "it", rather than "policies", "these are", and "them". In fact, throughout the Policy such singular tenses are used such as "this policy", "a contract"; "your policy". Moreover, in addition to a "General Section", the Policy is divided into five parts including: Workers' Compensation Insurance; Employers' Liability Insurance; Your Duties If Injury Occurs; Premium; and Conditions. There is no reference to a separate "Policy #1" or "Policy #2", rather this Court finds there are five equal subdivisions contained in this one policy including, but not limited to, Part A/Workers' Compensation and Part B/Employers' Liability coverage. Consequently, the Court rejects both of Claimant's arguments in subscribing to the State's position that this unambiguous Policy is, and must be construed as, one integrated policy.


Claimant also argues that the Notice of Election form executed by the corporation pursuant to Workers' Compensation Law 54 (6), and Endorsement #41 in the instant policy resulting therefrom, relate only to qualified executive officers foregoing their personal rights to receive Workers' Compensation benefits, but not to the corporation's entitlement to Employers' Liability coverage for job related injuries which may occur to those same officers.[7] In other words, Claimant contends that based upon the language of these documents, Thomas P. Murray could never have foreseen that he was waiving T & T's rights as an insured to receive Employers' Liability coverage when T & T elected to waive Mr. Murray's personal right to receive Workers' Compensation benefits. However, a review of these documents reveals references such as "Notice of Election of a corporation" (Notice of Election) and "the corporation(s) named below has (have) elected to exclude" (Endorsement #41; emphases added) which clearly evidence an election by T & T rather than Mr. Murray. As such, the Court disagrees with Claimant's analysis and finds that both the Notice of Election and Endorsement #41 clearly refer to the election in terms of the corporation electing out of all coverage relative to Thomas P. Murray and Timothy J. Murray, rather than the officers themselves merely foregoing a personal right to receive Workers' Compensation benefits. Moreover, the language of Endorsement #41 clearly states that "this policy" is subject to the endorsement, which the Court reads to mean the whole policy, and not merely "Part One" of the Policy.[8] In sum, there is nothing here to intimate that coverage under Part Two remained once the qualified executive officers executed the Notice of Election on behalf of the corporation.


In sum, the Court finds that the Notice of Election signed by the executive officers of T & T excluded both Thomas P. Murray and Timothy J. Murray as "employees" for the entire Workers' Compensation and Employers' Liability portions of this Policy. In this Court's view, Workers' Compensation Law 54 (6) allows a corporation to decide whether its qualified officers should be considered "employees" for purposes of Part One coverage; but once the corporation decides, such as here, to exclude its qualified officers as "employees" under Part One, then it must follow that such officers cannot be considered as "employees" within the context of Part Two coverage. Consequently, T & T, the corporation, cannot claim the benefit of Employers' Liability coverage for injuries to Thomas P. Murray under Part Two of the Policy, because the corporation itself had excluded Thomas P. Murray as an employee when it executed the Notice of Election pursuant to Workers' Compensation Law 54 (6).


III. Workers' Compensation Law 54 (4): Limitation of indemnity agreements

Finally, the Court also accepts the State's second ground for summary judgment based upon Workers' Compensation Law 54 (4) which states, in pertinent part:
[e]very contract or agreement of an employer the purpose of which is to indemnify him from loss or damage on account of the injury of an employee by accidental means, or on account of the negligence of such employer or his officer, agent or servant, shall be absolutely void unless it shall also cover liability for the payment of the compensation and for the payment into the special funds provided for by this chapter.

In other words, in the event an employer attempts to protect itself by arranging for employers' liability coverage for an injury to an employee, but does not obtain Workers' Compensation coverage for that employee, that employers' liability insurance contract will be absolutely void. In this Court's view, when a corporation executes a notice of election to exclude an officer as an employee from Workers' Compensation coverage pursuant to Workers' Compensation Law 54 (6), Workers' Compensation Law 54 (4) dictates that the corporation has consequently excluded coverage to itself for Employers' Liability for injuries to that same officer. Consequently, T & T's election to exclude Workers' Compensation benefits for Thomas P. Murray voided Employers' Liability coverage running to the benefit of the corporation for injuries sustained by Thomas P. Murray.




Conclusion


Based upon the foregoing, this Court finds that T & T's execution of the Notice of Election pursuant to Workers' Compensation Law 54 (6) categorized Thomas P. Murray as a "non-employee" under this Policy. As such, this Notice of Election eliminated both Workers' Compensation and Employers' Liability coverage on behalf of T & T for injuries to Thomas P. Murray because a corporation cannot claim the benefit of Employers' Liability coverage for a "non-employee". Accordingly, the State is not obligated to indemnify Continental for the $5,960,000.00 it paid as part of the underlying settlement since there was no coverage for Mr. Murray. All other arguments raised by the parties have been considered and determined to be without merit.


In view of the foregoing, the State's Motion for Summary Judgment, Motion No. M-61970, is GRANTED and Claim No. 98959 is DISMISSED. Claimant's Cross-Motion for Summary Judgment, Cross-Motion No. CM-61980, is DENIED.


March 2, 2001
Binghamton, New York

HON. FERRIS D. LEBOUS
Judge of the Court of Claims




  1. [1]"Under certain statutes, an officer or director may opt out of the workers' compensation coverage. While nothing precludes that officer or director from a voluntary contract providing statutory coverage, it appears to be an open question as to whether opting out of the workers' compensation portion also acts as an opt-out from any coverage provided by the employer's liability coverage."

[2]The Court heard oral argument via a telephone conference call on October 12, 2000 and accepted post-argument submissions until November 15, 2000.
[3]Workers' Compensation Law 54 (6) was amended effective January 1, 1994. For purposes of our discussion, all references will be to Workers' Compensation Law 54 (6) which was effective until January 1, 1994 since this accident occurred on April 1, 1991. Parenthetically, the Court notes the analysis contained herein would not be altered by using the statute as effective after January 1, 1994.
  1. [4]The bill amends subdivision 4 of section 2 and subdivision 6 of section 54 of the Workers' Compensation Law to remove mandatory coverage of executive officers of one-man corporations and provide elective coverage for those corporate officers who, by their ownership of all the corporate stock, are in actuality the employer.

[5]The Court defined its reference to the "WC policy" to mean the entire Workers' Compensation and Employers Liability policy.
[6]Also, see discussion below of Workers' Compensation Law 54 (4).

[7] The Notice of Election states:

NOTICE OF ELECTION OF A CORPORATION WHICH IS REQUIRED TO HAVE COVERAGE FOR ITS EMPLOYEES UNDER THE NEW YORK WORKERS' COMPENSATION LAW TO EXCLUDE THE SOLE SHAREHOLDER-OFFICER OR TWO EXECUTIVE OFFICERS OF THE CORPORATION FROM SUCH COVERAGE PURSUANT TO CHAPTER 147 OF THE LAWS OF 1983 AND CHAPTER 446 OF THE LAWS OF 1986.
Endorsement #41 reads as follows:

It is hereby understood and agreed that, effective as of 12.01 A.M. 4/13/89, this policy is subject to following clause or endorsement

# 41 The corporation(s) named below has (have) elected to exclude coverage for injury to the following persons who are the only executive officers and who collectively own all stock of such corporation(s) - the named corporation(s) will reimburse the State Insurance Fund for any payment the Fund may make because of injury to such person(s) - it is incumbent upon the insured to notify the State Insurance Fund of any changes affecting the status of such persons.
Thomas P Murray & Timothy J Murray
(Affirmation of Ellen S. Mendelson, AAG, Exhibits B & D; emphasis added).


[8]The Court also notes that this Policy had only one issued account number which is the same account number listed on the Endorsement.