3. The Regulation of Reinsurance Intermediaries, Coupled with Common Law Principles
In 1976, New York became the first state to regulate reinsurance intermediaries when it enacted its intermediary licensing law.[9] In 1982, the New York Superintendent of Insurance adopted Regulation 98 to complement certain provisions of that law.[10] In 1990, the National Association of Insurance Commissioners (“NAIC”) adopted the Reinsurance Intermediary Model Act (“NAIC Model Act”),[11] based principally on the New York statutory scheme and Regulation 98.[12] Since then, the NAIC Model Act has been enacted in full or as modified in all other states and the District of Columbia.[13]
A. Licensure
Every state requires that a person or entity obtain a license to act as a reinsurance intermediary.[14] The NAIC Model Act recognizes two types of reinsurance intermediaries: reinsurance brokers and reinsurance managers. A “reinsurance broker” is a person “who solicits, negotiates or places reinsurance cessions or retrocessions on behalf of a ceding insurer without acting as a reinsurance manager on behalf of the insurer.”[15] In contrast, a “reinsurance manager” is a person who has authority to bind or who manages all or part of the assumed reinsurance business of a reinsurer and acts as an agent for the reinsurer.[16] Thus, while reinsurance brokers are retained to provide services to ceding insurers, reinsurance managers essentially provide services to reinsurers as managing general agents or underwriters.
Most state insurance laws and regulations generally follow the NAIC Model Act when describing the activity for which licensure is required. Typically, a person, firm, association or corporation must be licensed as a producer (or reinsurance intermediary if resident intermediary licensure is available) in a state if they act as a reinsurance broker in the state and maintain an office in the state. If the reinsurance broker does not maintain an office in the state, the reinsurance broker must either be licensed as (a) a producer in another state with “substantially similar” requirements for reinsurance intermediaries, or (b) a nonresident reinsurance intermediary.[17]
The NAIC Model Act facilitates a nonresident intermediary license application if (a) the person is currently licensed in good standing as a resident reinsurance intermediary or producer in their home state, and (b) the person’s home state awards nonresident licenses to residents of the subject state on the same basis.[18]
The reinsurance manager license requirements generally match the reinsurance broker licensing requirements, while also recognizing the distinct agency relationship between the reinsurance manager and the reinsurer. For instance, a person must be licensed as a producer (or reinsurance intermediary if resident intermediary licensure is available) in the state if they are acting as a reinsurance manager for a reinsurer domiciled in that state. Further, the reinsurance manager acting in another state for a nondomestic insurer must either be licensed as (a) a producer in another state with “substantially similar” requirements for licensing reinsurance intermediaries, or (b) a nonresident reinsurance intermediary. The insurance commissioner may require a resident reinsurance manager to file a bond in an amount acceptable to the commissioner for the protection of the reinsurer, and maintain an errors and omissions policy in an amount acceptable to the commissioner.[19]
A license issued to a firm or association will authorize all of the members of the firm or association and any designated employees to act as reinsurance intermediaries under the license. A license issued to a corporation will authorize all of the officers, and any designated employees and directors of the corporation to act as reinsurance intermediaries on behalf of the corporation. A nonresident reinsurance intermediary license can be issued to a person who is currently licensed as a resident reinsurance intermediary or insurance producer and in good standing in their home state, along with an application and applicable fees.[20]
As a general rule, an individual employee will not be liable for the business decisions made on behalf of the employer under the common law. However, corporate officers and directors who directed the employee or who participated in the misconduct may be individually liable. In other words, although corporate officers may not be held liable for mere nonfeasance, the omission of an act which a person ought to do, they may be liable for malfeasance, the improper performance of an act.[21] Similarly, a court is permitted to disregard the separateness of legal entities only in rare situations where it is necessary to prevent gross inequity, and when there is evidence of a (a) fraudulent or injurious consequence of the intercorporate relationship, or (b) confused intermingling of activity with substantial disregard of the separate nature of the corporate entities, or serious ambiguity about the manner and capacity in which the various corporations and their respective representatives were acting.[22]
B. Standard of Care
The Sixth Circuit, in Cherokee Insurance Company ex rel. Weed v. E.W. Blanch Company, opined that the reinsurance broker must exercise “due care” when examining the financial strength of the reinsurer they recommend to the ceding insurer.[23] It has been said that “[t]he task of the reinsurance broker is much more complicated and sophisticated than that of the ordinary retail insurance broker.”[24] On the other hand, a reinsurance broker “is not a guarantor of the financial condition or solvency of the company from which [the reinsurance broker] obtains the insurance.”[25]
In Cherokee Insurance Company, the court found that the entire industry relied heavily on state insurance regulators and credit ratings issued by the A.M. Best Company to review and analyze the financial condition of insurance companies in depth. The court found that Blanch complied with these customary industry standards by relying on A.M Best ratings and state regulator assessments to evaluate the financial health of certain reinsurers.[26] To find otherwise, said the court, would be tantamount to finding that the entire brokerage industry was negligent in relying on, e.g., rating services to evaluate reinsurers.[27] Reinsurance brokers, moreover, have no authority to audit the books of reinsurance markets, and can hardly be expected to detect false reporting or other fraudulent activity.
New York adopted a rule requiring that intermediaries inquire as to the financial condition of a reinsurer in the case of an unauthorized reinsurer. New York’s Regulation 98 provides as follows:
If the reinsurance intermediary places reinsurance on behalf of a licensed ceding insurer with an unauthorized reinsurer, which is not an accredited reinsurer or which has not placed adequate funds with the ceding insurer pursuant to section 1301(a)(15) of the Insurance Law, he shall inquire into the financial condition of the assuming unauthorized reinsurer and in connection with such inquiry disclose such findings to the ceding insurer and make available to the ceding insurer a copy of the most recent financial statement. Notwithstanding the above, the ceding insurer may assume the obligation under this subdivision by releasing the intermediary in writing from his obligations under this subdivision.[28]
C. Agency
Within the scope of its actual or apparent authority the acts of the reinsurance manager will be deemed to be the acts of the reinsurer on whose behalf it is acting.[29] This statutory characterization resolves a frequent dispute as to the scope of the reinsurance manager’s authority if it could be said that the manager was authorized to act for the reinsurer in the first instance. To determine whether an agency relationship exists, courts look to the terms of the agreement in light of the allegations asserting the relationship. A party seeking to rely on an agency relationship has the burden of establishing it. An essential element to establish an agency relationship is the ability of the principal to control the conduct of the agent.[30] So, for example, in Mutual Benefit Life Insurance Company v. Zimmerman, the reinsurers alleged that the manager went beyond the scope of his authority in accepting non-accident medical business via a multiple employer trust.[31]
Over the years, courts have often been called upon to address the issue of whether the reinsurance intermediary is acting as a broker for the ceding insurer or as a manager for the reinsurer. Courts have generally found that the reinsurance intermediary serves as the ceding insurer’s agent in the context of direct reinsurance.[32]
Frequently, the ceding and reinsuring companies involved in a reinsurance transaction do not know each other’s identities, and this may be true even after the transaction has been consummated, and even after a substantial loss has been incurred and paid. The insurance companies involved rely to a large extent upon the knowledge, skill, integrity and bookkeeping of the reinsurance broker.[33]
At common law, courts often tried to identify a special relationship among the parties to establish agency. For instance:
Under Pennsylvania law, to allege a claim for breach of fiduciary duty, a plaintiff must establish that a fiduciary or confidential relationship existed between the plaintiff and the defendant… A confidential relationship exists ‘whenever the relative position of the parties is such that one has power and means to take advantage of or exercise undue influence over the other.”[34]
The court faced this question in the case of In re Pritchard & Baird, Inc., in which the court held that the reinsurance intermediary was an agent of the ceding insurer. In this regard, the court wrote:
Here, ESLIC [the ceding insurer] and P & B [the intermediary] entered into an agreement whereby P & B would secure reinsurers who would accept reinsurance on terms and conditions set by ESLIC. During all negotiations leading to the acceptance and execution of the treaty ESLIC made all final decisions as to the terms and conditions of the reinsurance treaty, the ceding commissions to be paid and the limits of the treaty. The reinsurance was offered to the reinsurers on a take it or leave it basis. There is no doubt that P & B was acting as ESLIC's agent for the purpose of ceding the reinsurance, as the reinsurers had no right to negotiate terms or conditions and, indeed, their participation in the treaty was subject to the conditions set by ESLIC ….
The contention that P & B acted as a dual agent has no support in the facts before the Court. There is no indication that any of the reinsurers had the right to, or did control any of the actions of P & B; nor did P & B consent to act in any manner subject to the reinsurers control. In the absence of the element of control, no agency relationship can be sustained…
It is the conclusion of this Court that P & B, as the named intermediary in the all risk reinsurance treaty under consideration, not only acted as the agent of ESLIC for the purpose of ceding reinsurance, but acted also as its agent for the receipt and transmission of all premium-loss-contingent commission monies due under the treaty.[35]
Thus, the court held that the intermediary (P & B) was the ceding insurer’s (ESCLIC’s) agent and, as such, the ceding insurer’s payment of premium to the intermediary did not constitute payment to the reinsurers. The ceding insurer effectively bore the credit risk of its payment to the intermediary.
In response, the industry developed a specific clause for inclusion in reinsurance contracts, to reallocate the credit risk of payment to the intermediary from the intermediary to the reinsurer. One such intermediary clause provides as follows:
(Intermediary Name) is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through (intermediary Name and Address). Payments by the Company to the Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company.[36]
Under such a clause, payment by the ceding insurer to the reinsurance intermediary is payment to the reinsurer, while payment by the reinsurer to the intermediary (e.g., loss payments) is not payment to the ceding insurer unless the payment is actually received by the ceding insurer.
D. Required Contract Provisions
i. Reinsurance Brokers
All states now require that transactions between a reinsurance broker and the ceding insurer they represent be entered into pursuant to a written authorization,[37] specifying the responsibilities of each party.[38] However, a reinsurer generally does not have a direct contractual relationship with the original policyholder unless the terms of the reinsurance agreement create such a relationship.[39]
The authorization set forth in the insurer-broker agreement must, at a minimum, include provisions to assure the accountability of the reinsurance broker to the ceding insurer. First, the authorization must provide that the ceding insurer may terminate the reinsurance broker’s authority at any time.[40] Second, the authorization must require that the reinsurance broker render accounts to the ceding insurer accurately detailing all material transactions, including information necessary to support all commissions, charges and other fees received by, or owing to, the reinsurance broker, and remit all funds due the ceding insurer within thirty days of receipt.[41] Third, all funds collected for the ceding insurer’s account are to be held by the reinsurance intermediary in a fiduciary capacity in a bank that is a “qualified U.S. financial institution.”[42] Fourth, the reinsurance broker must comply with the books and records provisions of the intermediary law applicable to reinsurance brokers.[43] Fifth, the reinsurance broker must comply with the written standards established by the ceding insurer for the cession or retrocession of all risks.[44] Sixth, the reinsurance broker must disclose to the ceding insurer any relationship with any reinsurer to which business will be ceded or retroceded.[45] The authorization may include additional provisions regulating the relationship as long as the additional provisions are not inconsistent with the foregoing required provisions.
ii. Reinsurance Managers
The NAIC Model Act similarly requires that transactions between a reinsurance manager and the reinsurer it represents be entered into pursuant to a written contract, specifying the responsibilities of each party. Here, though, the reinsurer’s board of directors must approve the contract. Further, at least thirty days before the reinsurer assumes or cedes business through the intermediary, the board-approved contract must be filed with the commissioner for approval.[46]
The commissioner will review the contract to determine whether, at a minimum, it includes provisions addressing various rights of the reinsurer and obligations of the reinsurance manager. For instance, the reinsurer must have the right to terminate the contract for cause upon written notice to the reinsurance manager. Recall that, with the reinsurance broker, the authorization could be terminated by the cedent without cause, i.e., for convenience.[47] Here, the reinsurer may immediately suspend the authority of the reinsurance manager to assume or cede business during the pendency of any dispute regarding the cause for termination.[48]
Because of the relationship among the reinsurance manager and the reinsurer, the NAIC Model Act requires that the reinsurance manager render accounts to the reinsurer accurately detailing all material transactions, including information necessary to support all commissions, charges and other fees received by, or owing to the reinsurance manager, and remit all funds due under the contract to the reinsurer at least monthly.[49] All funds collected for the reinsurer’s account must be held by the reinsurance manager in a fiduciary capacity in a bank that is a qualified U.S. financial institution. The reinsurance manager may retain no more than three months estimated claims payments and allocated loss adjustment expenses. And, the reinsurance manager must maintain a separate bank account for each reinsurer that it represents.[50] New York further clarified the requirement of this contract provision by providing that “[e]very reinsurance intermediary acting as such in this state shall be responsible, in a fiduciary capacity for all funds received or collected in such capacity, and shall not, without the express consent of his or its principal or principals, mingle any such funds with his or its own funds or with funds held by him or it in any other capacity.”[51]
The reinsurance manager must keep a complete record of each reinsurance transaction for at least ten years after the expiration of the reinsurance contract. The NAIC Model Act sets forth in detail the types of information to be maintained.[52] The reinsurer must have access and the right to copy all accounts and records maintained by the reinsurance manager related to its business.[53]
The reinsurance manager must comply with the written underwriting and rating standards established by the reinsurer for the acceptance, rejection or cession of all risks.[54] The contract must set forth the rates, terms and purposes of commissions, charges and other fees which the reinsurance manager may levy against the reinsurer.[55]
A contract may permit the reinsurance manager to settle claims on behalf of the reinsurer. In that event, all claims must be reported to the reinsurer in a timely manner. All claim files are the joint property of the reinsurer and the reinsurance manager. However, upon an order of liquidation of the reinsurer the files will become the sole property of the reinsurer or its estate. In such an event, the reinsurance manager will have reasonable access to and the right to copy the files. Any settlement authority granted to the reinsurance manager may be terminated for cause upon the reinsurer’s written notice to the reinsurance manager or upon the termination of the contract. The reinsurer may suspend the settlement authority during the pendency of any dispute regarding the cause of termination.[56]
The reinsurer must verify the adequacy of loss reserves by annually obtaining the opinion of an actuary attesting to the adequacy of the reserves established for losses incurred and outstanding on business produced by a reinsurance manager. This is an actuarial opinion distinct from any other required loss reserve certification.[57]
The NAIC Model Act also requires that the reinsurance manager annually provide the reinsurer with a statement of its financial condition prepared by an independent certified accountant.[58] In turn, the reinsurer is to conduct a periodic on-site review of the underwriting and claims processing operations of the reinsurance manager.[59] The reinsurance manager must disclose to the reinsurer any relationship it has with any insurer prior to ceding or assuming any business with such insurer pursuant to the reinsurer-manager contract.[60]
E. Prohibited Acts
The NAIC Model Act prohibits the reinsurance manager from engaging in certain activity. For instance, the reinsurance manager may not generally cede retrocessions on behalf of the reinsurer.[61] Also, the manager may not commit the reinsurer to participate in reinsurance syndicates.[62]
The reinsurance manager, without prior approval of the reinsurer, may not pay or commit the reinsurer to pay a claim that exceeds the lesser of an amount specified by the reinsurer or one percent of the reinsurer’s policyholder’s surplus as of December 31 of the last complete calendar year.[63] Further, the NAIC Model Act prohibits the reinsurance manager from collecting any payment from a retrocessionaire or committing the reinsurer to any claim settlement with a retrocessionaire, without prior approval of the reinsurer.[64]
Consistent with the duties of reinsurers in these arrangements, as described below, the reinsurance manager may not appoint any producer without assuring that the producer is lawfully licensed to transact the type of reinsurance for which he or she is appointed.[65] Further, the reinsurance manager is prohibited from jointly employing an individual who is employed by the reinsurer unless the reinsurance manager is an affiliate of the reinsurer. The reinsurance manager also cannot appoint a sub-manager.[66] Furthermore, pursuant the NAIC Model Act the contract between the reinsurance manager and reinsurer cannot be assigned in whole or in part to another party.[67]
Reinsurance intermediaries have also faced allegations of improper conduct prohibited under the common law. For instance, in Anglo-Iberia Underwriting Management Company v. Lodderhose, a reinsurance underwriter and a reinsurance intermediary sued a reinsurance broker and the reinsurance broker’s owners and employee, alleging fraud, negligent misrepresentation, conversion, and breach of contract regarding a reinsurance agreement. The plaintiffs moved for summary judgment on these theories. The court granted the plaintiffs’ motion for summary judgment on the fraud claims against the reinsurance broker and one of the reinsurance broker’s owners, because the plaintiffs proved that the representations were recklessly made with an intent to induce the plaintiffs to act upon them.[68] Conversely, the court in Lodderhose denied the plaintiffs’ motion as to the fraud claims against the other owner and the employee due to factual issues. In addition, the court determined that summary judgment was inappropriate as to the negligent misrepresentation, conversion, and breach of contract claims. Regarding the negligent representation claim, an issue of fact existed as to whether a special relationship existed between the plaintiffs and the defendants establishing a duty on the part of the intermediary to give correct information. Regarding the conversion claim, an issue of fact existed as to whether the premium payments were properly forwarded, and the premium sums no longer belonged to the plaintiffs at the time of the alleged failure to perform. Regarding the breach of contract claim, a factual question existed as to whether any contractual obligations existed between the plaintiffs and the defendants.
F. Relationship With Other Laws
It is often unclear as to whether the statutory provisions governing insurance producers generally apply to reinsurance intermediaries. In BCS Insurance Company v. Guy Carpenter & Company, the Seventh Circuit went to great lengths to distinguish a reinsurance agreement from a “policy of insurance” under the Illinois Insurance Producers Limitations Act (“IPLA”). The court concluded that the IPLA did not apply to reinsurance intermediaries and therefore did not govern the disputed agreements among the parties.[69] Accordingly, the dispute was not subject to the two-year statute of limitations set forth in the IPLA.
This brings us to the question of whether reinsurance intermediaries are subject to the substantive provisions of insurance regulatory law, such as the prohibition against insurance producers sharing commissions set forth in the NAIC’s Producer Licensing Model Act and repeated in virtually every state’s insurance code.[70] Section 18 of the Producer Licensing Model Act, concerning compensation disclosure, indicates that that section does not apply to reinsurance intermediaries. No other section of the Producer Licensing Model Act provides a similar exemption. By express exemption in Section 18, without a corresponding exemption in Section 13, one could argue that the prohibition against sharing commissions with unlicensed personnel applies to reinsurance intermediaries.[71] The NAIC Model Act is silent on the issue of commission sharing.
G. Duties of Insurers and Reinsurers
Ceding insurers bear certain regulatory obligations when engaging the services of a reinsurance broker. For instance, a ceding insurer can only engage the services of a person to act as a reinsurance broker on its behalf if the person is properly licensed.[72] Further, the ceding insurer may not employ an individual who is already employed by a reinsurance broker with which it transacts business, unless the reinsurance broker is an affiliate of the insurer. Separately, the ceding insurer must annually obtain a copy of statements of the financial condition of each reinsurance broker with which it transacts business.[73]
The NAIC Act also imposes duties on reinsurers when engaging a person to act as a reinsurance manager on its behalf. For example, a reinsurer can only engage a reinsurance manager who is properly licensed.[74] Further, the reinsurer must annually obtain a copy of statements of the financial condition of each reinsurance manager which the reinsurer has engaged that is prepared by an independent certified accountant in a form acceptable to the commissioner.[75] If a reinsurance manager establishes loss reserves, the reinsurer must annually obtain the opinion of an actuary attesting to the adequacy of loss reserves established for losses incurred and outstanding on business produced by the reinsurance manager. As noted above, ahis opinion will be in addition to any other required loss reserve certification.
An officer of the reinsurer, not the reinsurance manager, will have binding authority for all retrocessional contracts or participation in reinsurance syndicates and the officer cannot be affiliated with the reinsurance manager. The reinsurer must notify the commissioner within thirty days of termination of a contract with a reinsurance intermediary. A reinsurer cannot appoint to its board of directors, any officer, director, employee, controlling shareholder or subproducer of its reinsurance intermediary.[77]
H. Examination Authority
The insurance commissioner may examine a reinsurance intermediary. To facilitate this examination, the NAIC Model Act provides the commissioner with the authority to access to all books, bank accounts and records of the reinsurance intermediary. Further, a reinsurance manager may be examined as if it were the reinsurer.[78]
New York extends its examination authority to out-of-state transactions. New York’s regulation provides as follows:
Where a ceding insurer obtains reinsurance through a reinsurance intermediary, as defined in section 2101(f) of the Insurance Law, from an assuming insurer which is neither licensed in this State nor has placed funds with the ceding insurer pursuant to section 1301(a)(9) of the Insurance Law, the ceding insurer shall not be allowed credit unless: … in the case of a reinsurance intermediary acting outside this State, the ceding insurer obtains a written agreement from the reinsurance intermediary that the intermediary will comply with all of the provisions of Part 32 of this Title (Regulation No. 98) and the intermediary agrees to be subject to examination by the superintendent as often as the superintendent may deem it expedient.[79]
I. Penalties and Liabilities
The insurance commissioner may enforce the state’s insurance code to discipline not only the reinsurance intermediary but also “any other person [who] has not materially complied with this [NAIC Model] Act.”[80] Some states have enacted laws more narrowly tailored as to who will be subject to penalty. For instance, some statutes only apply penalties to licensees (i.e. the intermediary, ceding insurer or reinsurer), as opposed to “any other person.”.[81] Penalties can range from fines up to $5,000 for each separate violation, to revocation or suspension of the reinsurance intermediary’s license.[82] If it is found that, because of material non-compliance, the ceding insurer or reinsurer has suffered any loss or damage, the commissioner may maintain a civil action brought by or on behalf of the reinsurer or ceding insurer and its policyholders and creditors for recovery of compensatory damages for the benefit of the reinsurer or ceding insurer and its policyholders and creditors or seek other relief. If the ceding insurer is in receivership, the receiver may maintain a civil action for the recovery of damages for the benefit of the ceding insurer.[83]
Whether a person has not “materially complied” with the NAIC Model Act necessarily involves a factual inquiry. Some states have chosen not to include this qualification.[84]
4. Conclusion
Reinsurance intermediaries play a vital role in the reinsurance marketplace. The intermediary is distinctly positioned to access this market for needed coverage. With sophisticated parties on either side of the reinsurance contract, the reinsurance intermediary must comply with distinct obligations not ascribed to other types of insurance representatives.
The common law has imposed agency and commensurate duties on the reinsurance intermediary and the principal for whom they act, and tested the scope of rights purported by third parties relying on this relationship. Every state has enacted statutes or adopted rules which align with the NAIC Model Act, providing uniform standards to measure and restrict the conduct of reinsurance intermediaries.
The NAIC Model Act and state insurance laws have helped clarify the duties of an insurance intermediary that arise under the common law by establishing certain minimum requirements for inclusion in contracts between the reinsurance intermediary and its principal. The NAIC Model Act has played a significant role in clarifying the role and obligations of the intermediary in today’s evolving reinsurance marketplace.
Licensure of reinsurance intermediaries serves as the jurisdictional platform upon which insurance commissioners may examine intermediary conduct for possible infraction of the conditions upon which that license may be maintained, and upon which regulatory liability and penalties may be levied. The common law continues to provide theories of redress not available as private rights of action under a state’s regulatory scheme. Both legal avenues facilitate disclosure, to ensure proper and adequate coverage in a ceding insurer’s ever-changing risk portfolio.