JOHNSON, Circuit Judge:
This case arises on appeal from the district court's grant of summary judgment in favor of defendant National Reserve Life Insurance Company ("National") on claims brought by plaintiffs Thomas B. Kee and CTL Insurance Corporation ("CTL"). National also cross-appeals the district court's grant of summary judgment in favor of Kee and CTL on National's counterclaims. We now affirm the district court's decision on both motions.
I. BACKGROUND...
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