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Understanding Duty to Defend and Duty to Indemnify
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The letter arrived from the insurer 3 weeks after the property management company had tendered a claim for defence. It confirmed that the insurer would provide legal counsel to defend the lawsuit filed against the company, but it also stated that the insurer reserved all rights under the policy, specifically citing the pollution exclusion as a potential ground for denying indemnity. The property management company, a mid-sized commercial operator managing 14 multi-unit residential buildings across a metropolitan area, had never received such a letter before and was uncertain what it meant for the claim or for the company's exposure.

The underlying lawsuit had been filed by a former tenant of one of the managed properties. The tenant alleged that prolonged exposure to mould in their rental unit had caused respiratory illness and other health effects. The statement of claim asserted that the property management company had been negligent in failing to address moisture infiltration and visible mould growth despite repeated complaints over a period of approximately 8 months. The tenant sought damages for personal injury, medical expenses, and loss of income.

When the property management company notified its commercial general liability insurer, the insurer acknowledged that the claim potentially engaged the policy's coverage for bodily injury arising from an occurrence. The insurer assigned defence counsel and confirmed it would fund the defence. However, the reservation of rights letter noted that the policy contained a pollution exclusion and that mould might constitute a pollutant or contaminant within the meaning of that exclusion. If the facts as ultimately determined established that the tenant's injuries resulted from exposure to a pollutant, the insurer might have no obligation to pay any judgment or settlement, regardless of having provided the defence.

The property management company now faced parallel uncertainties. On one track, the liability question: whether the company was legally responsible for the tenant's alleged injuries and, if so, in what amount. On a second track, the coverage question: whether the policy would respond to pay that liability or whether the pollution exclusion would apply. The insurer's defence counsel would handle the first question. The second question remained open, and the company was advised to consider retaining independent counsel to monitor and protect its coverage interests. The defence would proceed for the next 16 months under this arrangement, with the property management company cooperating fully while awaiting resolution of both the claim and the coverage dispute.

Key Principles and Broader Application

Key Principles to Remember

The property management mould claim illustrated a dynamic that most policyholders never encounter but that every policyholder should understand: the insurer can defend a claim and simultaneously reserve the right not to pay the result. This is not a contradiction. It is the system working as designed, a system that separates the duty to defend from the duty to indemnify and allows each duty to be assessed independently, at its own time, using its own standard.

This lesson distills the key principles from the course into a form that can be referenced quickly and applied practically.

The Duty to Defend Is Broader Than the Duty to Indemnify

The duty to defend is triggered by the possibility of coverage. The duty to indemnify is determined by the actuality of coverage. A claim can create a duty to defend, because the pleadings describe a loss that could potentially be covered, without creating a duty to indemnify, because the actual facts place the loss outside the coverage. The two duties can exist independently. The insurer can fulfill one while denying the other.

This is not intuitive. Most people assume that if the insurer is defending the claim, the claim is covered. That assumption is wrong. The defence is triggered by the possibility of coverage. The payment is triggered by the reality of coverage. The two may align. They may not. The reservation of rights exists to manage the gap between the two.

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