Owens Corning v. National Union Fire Insurance Co‪.‬

In this diversity action seeking declaratory judgment, Owens Corning, a corporation organized under the laws of Delaware, seeks to recover on its insurance contract with National Union Insurance ("National Union"), which has denied payment to compensate Owens Corning for indemnifying its directors and officers, who paid a substantial amount to settle a 1991 shareholder class action. Ohio law governs the contract, although we look to the corporate law of Delaware for the standards governing indemnification. Following a decision by this court in Owens Cornings favor on one issue, the district court, on remand, found that the insurance contract did not obligate Owens Corning to allocate its settlement and defense costs between those attributable to the directors (covered) and to the corporation (not covered), and also found that indemnification was appropriate under governing Delaware law. National Union appeals the resolution of these two substantive issues. National Union also appeals two procedural decisions of the district court: its entry of final judgment in favor of Owens Corning and its denial of National Unions motion to amend the pleadings to add new claims and defenses. For reasons that follow, we affirm.