Justice Willett delivered the opinion of the Court, in which Justice Green, Justice Lehrmann, Justice Boyd, Justice Devine, and Justice Brown joined.
Verbis legis tenaciter inhaerendum.
"Hold tight to the words of the law." This maxim, fittingly the lead epigraph to Reading Law,
The lion's share of modern appellate judging is reading legislative language and decoding what it means. On that score, our interpretive precedent favors bright lines and sharp corners. If a case can be decided according to the statute itself, it must be decided according to the statute itself. This is a bedrock principle.
Today's case asks whether a notice provision in the Texas Premium Finance Act should be read as written, or instead whether the Court should adopt a "substantial compliance" approach that excuses slip-ups. We opt for the former. The Legislature has codified "substantial compliance" throughout Texas law — including in other Insurance Code notice provisions — forgiving less-than-strict conformity with various statutory commands. But it did not do so here. We decline to engraft what lawmakers declined to enact.
We affirm the court of appeals' judgment.
The relevant facts are both undisputed and uncomplicated.
In May 2008, Plasma Fab, LLC obtained a general liability insurance policy from Scottsdale Insurance Company and financed the policy through a premium finance agreement with BankDirect Capital Finance, LLC. BankDirect paid the annual premium to Scottsdale, and Plasma Fab made monthly payments to BankDirect.
The agreement between BankDirect and Plasma Fab included a power-of-attorney clause that gave BankDirect authority, upon Plasma Fab's default, to cancel the insurance policy, collect the unearned premiums from Scottsdale, and apply them to the loan balance. Importantly, the power-of-attorney clause granted BankDirect this cancel-and-collect authority only "after proper notice has been mailed as required by law," specifically section 651.161 of the Texas Premium Finance Act ("Cancellation of Insurance Contract"), which prescribes
Plasma Fab was habitually late in making premium payments to BankDirect. In fact, Scottsdale, through BankDirect, had twice canceled Plasma Fab's insurance policy before due to late payments. Each time, BankDirect mailed written notice to Plasma Fab, giving notice of its intent to cancel the policy if Plasma Fab did not pay the past-due premium. Each time, Plasma Fab failed to cure its default by the scheduled cancellation date, and BankDirect directed Scottsdale to cancel the policy. Each time, Plasma Fab eventually paid the overdue premium, and BankDirect contacted Scottsdale and requested reinstatement of the policy. But this time, when Plasma Fab missed its November 2008 payment, BankDirect sent a notice of intent to cancel the policy effective December 4. The notice was dated November 24, ten days before the cancellation date. But it was not mailed until November 25, nine days before the cure deadline stated in the notice. The notice thus violated section 651.161(b) because the "stated time" in the notice was "earlier than the 10th day after the date the notice [was] mailed."
Plasma Fab did not pay the past-due premium by December 4, and BankDirect sent a notice of cancellation to Scottsdale that evening. Four days later, a fire destroyed an apartment complex where Plasma Fab's employees worked. The next day, Plasma Fab tendered the overdue amount, and BankDirect requested that Scottsdale reinstate the policy. Scottsdale refused, citing internal procedures forbidding reinstatement of policies that have been cancelled three times. In February 2009, Plasma Fab was sued for damages arising out of the fire. Scottsdale denied coverage, and judgment for almost $6 million was ultimately rendered against Plasma Fab.
Plasma Fab and Russell McCann, its sole shareholder, sued Scottsdale and BankDirect for breach of contract, breach of fiduciary duty, deceptive trade practices, and negligent misrepresentation. Plasma Fab contended the defendants had no right to cancel the policy because BankDirect failed to comply with the Insurance Code's ten-day notice requirement. The trial court disagreed and granted summary judgment to Scottsdale and BankDirect on all claims.
The court of appeals reversed as to Plasma Fab's claims against BankDirect, holding that because BankDirect mailed its notice one day late, it lacked authority to cancel the policy.
The issue is simply stated: Did BankDirect properly exercise its authority under Insurance Code section 651.161 when it cancelled Plasma Fab's insurance policy?
This statutory notice provision says ten days, but what does it mean? Can nine-days' notice be sufficient?
BankDirect urges a "substantial compliance" approach to interpreting section 651.161(b). That is, if the stated cancellation date is less than ten days after the notice was mailed, cancellation should be deemed effective on the earliest date allowed by the statute. Here, BankDirect argues, "the `effective on the earliest date' rule satisfies the purpose of the notice statute," adding that here, Plasma Fab actually received more than the required ten days to cure its default — waiting until Day Fourteen (the day after the fire occurred) before paying the past-due November premium. The cancellation notice was thus not ineffective; it merely became effective on the tenth day — December 5. This view is eminently rational. Workable. Logical. There is just one glitch: It finds no home in the statute.
Many Texas statutes have slippery language. Section 651.161(a)-(b) is not one of them. Premium finance companies "may not cancel" an insured's policy unless they mail a notice of intent to cancel that states a cure deadline that is not earlier than the tenth day after the date the notice is mailed.
"Substantial compliance" needs no judicial assist. Lawmakers have sprinkled it far and wide, in numerous statutes spanning diverse categories of legislation, including the Occupations Code,
This is not to say this Court has never recognized "substantial compliance" in other statutory contexts. One example — uncited by the parties, by the court of appeals, by the amici curiae,
Today's concurring opinion cites Roccaforte for the suggestion that we should hold that section 651.161 allows for substantial compliance.
As the United States Supreme Court has explained, the notion that a post-deadline filing can be deemed compliant "is, to say the least, a surprising notion ... without limiting principle," one that would invite "a cascade of exceptions that would engulf the rule."
In other words, absent statutory language to the contrary, a statutorily imposed time period does not allow for substantial compliance. Missing a filing deadline by one day — or giving nine days' notice instead of ten — might "substantially comply" with the statute's requirement. After all, nine is a substantial part of ten. But when it comes to statutorily required time periods, substantial compliance is insufficient.
The concurring opinion takes a different approach to reach the same result, concluding that substantial compliance is sufficient but only complete compliance is substantial.
Here, because Plasma Fab argues that BankDirect failed to comply with section 651.161(b)'s time-period requirement, we need not engage in assumptions about whether section 651.161 as a whole allows for substantial compliance. BankDirect missed a statutory time-period requirement, not a manner-of-service requirement. And under Chemical Lime, a statutory time-period requirement does not allow for substantial compliance — it is
The dissenting opinion, meanwhile, reaches the opposite result, relying not on Roccaforte but on the extrinsic "Statute Construction Aids" in the Code Construction Act, reliance we have repeatedly branded as "improper"
The Code Construction Act's textual definitions can clarify meaning, but its nontextual enticements can cloak meaning. That is precisely why we have often rejected the Act's thumb-on-the-scale devices, because in today's statute-laden era, how we decide — legisprudence: the jurisprudence of legislation
That said, it is unquestionably helpful that the Code Construction Act "provides guidance regarding some of the words and phrases used in statutes."
Indeed, two specific definitions in the Code Construction Act are relevant in today's case: "must" and "may not."
The definitions in the Code Construction Act thus confirm that proper notice is a condition precedent to cancelling the policy.
The Code Construction Act does not stop at textual definitions, however. It also says judges "may consider" a host of extrinsic "Statute Construction Aids" beyond the Legislature's chosen language, "whether or not the statute is considered ambiguous on its face."
The dissent favors a "just and reasonable" outcome.
A "substantial compliance" approach is undeniably pragmatic, but we read unambiguous statutes as written, "not as they make the most policy sense."
The parties contractually made notice "as required by law" a precondition to cancellation.
Separation of powers demands that judge-interpreters be sticklers. Sticklers about not rewriting statutes under the guise of interpreting them.
"If the text is unambiguous, we must take the Legislature at its word."
Accordingly, we affirm the court of appeals' judgment and remand to the trial court for further proceedings consistent with this opinion.
Justice Guzman filed a concurring opinion.
Justice Johnson filed a dissenting opinion, in which Chief Justice Hecht joined.
Justice Guzman, concurring.
Consistent with our recent opinion in Roccaforte v. Jefferson County,
Section 651.161 prohibits an insurance premium finance company from cancelling an insurance contract listed in a premium finance agreement unless the following conditions are met:
BankDirect failed to comply with the statute in the following respects: (1) on November 25, BankDirect mailed to Plasma Fab a notice of intent to cancel the policy with a stated cure deadline of December 4 — only nine days after notice was mailed and one day less than the statute prescribes;
Analogous authority considering filing deadlines leads me to conclude that BankDirect did not comply, substantially or otherwise, with the statute. In Edwards Aquifer Authority v. Chemical Lime, Ltd., we considered whether Chemical Lime substantially complied with a permit application process when it complied with all the statutory requirements except a filing deadline.
Though undercutting a cure period is different than exceeding a deadline, the concepts are logically analogous. The importance of delaying cancellation until after the stated cure deadline passes is clear — it provides an insured with a date certain by which a default can be cured without cancellation of the insurance policy. The date after which an insurance premium finance company may mail a cancellation notice to the insurer, pursuant to section 651.161(d), is especially noteworthy because, as the dissent correctly recognizes, the actual number of days to cure between the insured receiving a section 651.161(b) notice of intent to cancel and the stated cure deadline is imprecise:
While I agree with this description of subsection (b)'s effect, subsections (b) and (d) together create a firm deadline; an insurance premium finance company must wait
The Court, meanwhile, focuses primarily on the notice's "stated" cure deadline, concluding the notice must always state a deadline providing at least ten days for the cure period, regardless of how much time the insured actually had to cure and without regard to when the section 651.161(d) cancellation notice was actually mailed.
Justice Johnson, joined by Chief Justice Hecht, dissenting.
I do not disagree with the Court's conclusion that Insurance Code section 651.161 requires an insurance premium finance company to cancel an insurance policy in accordance with the statute's requirements. TEX. INS. CODE § 651.161(a). It is clear that the statute requires such a company to mail a written notice to the insured explaining that the company will cancel the insured's policy as a result of default unless the default is cured at or before the time stated in the notice. Id. § 651.161(b). The statute further requires that the stated time "may not be earlier than the 10th day after the date the notice is mailed." Id.
However, the Court stops its analysis without considering the statute's lack of consequences for noncompliance with the requirement set out in the last sentence of section 651.161(b) regarding the time for a finance company to mail the notice. The Court says that "BankDirect failed to meet the law's unambiguous requirements, and the Legislature enacted an austere consequence for noncompliance: BankDirect `may not cancel' the policy." Ante at 86. But that approach short circuits all the steps in a statutory analysis. We are required to look at the factors and language in the Code Construction Act and our decisions regarding statutory language for assistance in determining the effect of noncompliance with the "10th day" language. As explained below, consideration of these factors and our prior cases indicate that section 651.161(b)'s ten-day requirement should be measured by substantial compliance in order to effectuate the Legislature's intent. And measured by that standard, BankDirect complied with the statutory requirements.
I. The Law
Our primary objective in construing section 651.161(b) — as it is with any statute — is to determine and give effect to the Legislature's intent, which, if possible, we ascertain from the plain meaning of the words in the statute. E.g., Greater Hous. P'ship v. Paxton, 468 S.W.3d 51, 58 (Tex. 2015); Molinet v. Kimbrell, 356 S.W.3d 407, 411 (Tex. 2011) ("The plain meaning of the text is the best expression of legislative intent unless a different meaning is apparent from the context or the plain meaning leads to absurd or nonsensical results."). We presume the Legislature deliberately and purposefully selected the words and phrases it enacted, as well as deliberately and purposefully omitted words and phrases it did not enact. Wasson Interests, Ltd. v. City of Jacksonville, 489 S.W.3d 427, 438 (Tex. 2016) (citing Tex. Mut. Ins. Co. v. Ruttiger, 381 S.W.3d 430, 452 (Tex. 2012)).
The Code Construction Act (Act) provides guidance regarding some of the words and phrases used in statutes. See TEX. GOV'T CODE § 311.003. Particularly, the Legislature specified its intent as to the meaning of certain words that are used in section 651.161:
Id. § 311.016. The Act likewise provides that the Legislature intends for statutes to have a just and reasonable result. Id. § 311.021(3). In construing statutes, courts may consider, among other matters, the object sought to be obtained and the consequences of a particular construction. Id. § 311.023(1), (5).
The language in the power of attorney conditioned BankDirect's authority to cancel the policy upon the occurrence of two events: (1) Plasma Fab's default and (2) BankDirect's mailing of "proper notice ... as required by law." Unless both of these events occurred, BankDirect did not have authority under the power of attorney to cancel Plasma Fab's insurance policy. There is no question that the first condition was satisfied by Plasma Fab's failure to timely make its November payment. The dispute is whether BankDirect mailed proper notice "as required by law," satisfying the second condition, before it instructed Scottsdale to cancel the policy.
BankDirect does not dispute that use of the phrase "may not" in Insurance Code section 651.161(a) prohibited it from cancelling the Scottsdale policy for a delinquent payment unless, as relevant to the question before us, it complied with the requirements of section 651.161(b) in sending notice of its intent to cancel. TEX. GOV'T CODE § 311.016(5) ("`May not' imposes a prohibition...."); TEX. INS. CODE § 651.161(a) ("An insurance premium finance company may not cancel an insurance contract listed in a premium finance agreement except as provided by this section...."). Nor does it dispute that section 651.161(b) required it to mail Plasma Fab
Based on the cancellation date specified in the notice, BankDirect mailed the notice of intent to cancel one day later than it was required to under the statute. Or, said another way, its notice specified that the date before which Plasma Fab must make its delinquent payment was less than "the 10th day after the date the notice [was] mailed." Id. § 651.161(b). One day is as close to complying with the statute as BankDirect could get, yet still not strictly comply with it. If substantial compliance is what the statute requires, then BankDirect complied with the statute.
The Court says we have explained "substantial compliance with a statute means compliance with its essential requirements." Ante at 88 (quoting Edwards Aquifer Auth. v. Chem. Lime, Ltd., 291 S.W.3d 392, 403 (Tex. 2009)). Not to put too fine a point on the matter, but in Chemical Lime we did not "explain" what substantial compliance means, but only assumed its meaning because the parties agreed on that definition and it was included in the jury charge. Id. at 403. That aside, I do not disagree with the definition the Court uses; it echoes the definition used by several courts of appeals: substantial compliance with a statute is where compliance with a statute's essential requirements has taken place, even though literal and exact compliance with its every requirement has not. See, e.g., Carter v. Harris Cty. Appraisal Dist., 409 S.W.3d 26, 32 (Tex. App. — Houston [1st Dist.] 2013, no pet.) ("`Substantial compliance' means that one has performed the `essential requirements' of a statute and it `excuse[s] those deviations from the performance required by statute which do not seriously hinder the legislature's purpose in imposing the requirement.'" (quoting U. Lawrence Boze' & Assocs., P.C. v. Harris Cty. Appraisal Dist., 368 S.W.3d 17, 27 (Tex. App. — Houston [1st Dist.] 2011, no pet.))); City of Beaumont v. Spivey, 1 S.W.3d 385, 391 (Tex. App. — Beaumont 1999, pet. denied); Santos v. Guerra, 570 S.W.2d 437, 440 (Tex. App. — San Antonio 1978, writ ref'd n.r.e.). However, "substantial compliance" is not a buzzword for courts to substantively, by opinion, amend statutes. E.g., Goldman v. Torres, 161 Tex. 437, 341 S.W.2d 154, 158 (1960) ("[T]his court cannot, under the guise of liberal construction, usurp the power of the legislature by reading into the Act a provision that is not there.").
In determining the effect of a failure to comply with every requirement of a statute and whether substantial compliance will suffice, we have looked to whether the statute is mandatory or directory. See, e.g., Chem. Lime, 291 S.W.3d at 404-05; City of Desoto v. White, 288 S.W.3d 389, 395-96 (Tex. 2009); Helena Chem. Co. v. Wilkins, 47 S.W.3d 486, 493-94 (Tex. 2001). And in determining whether the Legislature intended a statute's requirements to be mandatory or directory, we "consider the plain
Section 651.161(b) provides that the "stated time may not be earlier than the 10th day after the date the notice is mailed," but does not specify consequences or a penalty for a failure to comply with this provision. TEX. INS. CODE § 651.161(b). The term "may not" imposes a prohibition and is to be interpreted as synonymous with "shall not" unless the context in which the phrase appears necessarily requires a different construction or if a different construction is expressly provided for by statute. TEX. GOV'T CODE § 311.016. "Shall" generally imposes a duty. Id. § 311.016(2). By providing that a premium finance company may not cancel an insurance policy except as provided by the statute and requiring that the stated time of cancellation may not be earlier than the tenth day after the date the notice is mailed, the Legislature seemingly imposed a mandatory duty on premium finance companies to carry out these specific requirements. However, this Court has instructed that although statutory language may appear to impose a mandatory duty, the language may yet be directory when such an interpretation is most consistent with the Legislature's intent. See Wilkins, 47 S.W.3d at 493; see also Lewis v. Jacksonville Bldg. & Loan Ass'n, 540 S.W.2d 307, 310 (Tex. 1976) ("Provisions which do not go to the essence of the act to be performed, but which are for the purpose of promoting the proper, orderly, and prompt conduct of business, are not ordinarily regarded as mandatory."). Because section 651.161(b) lacks a penalty for noncompliance with its terms, we must "consider the plain meaning of the words used, as well as the entire act, its nature and object, and the consequences that would follow from each construction" in determining whether the time requirement in section 651.161(b) is mandatory or directory. Wilkins, 47 S.W.3d at 494.
An example of the foregoing is Hines v. Hash, where we focused on statutory language similar to that at issue in this case. 843 S.W.2d 464 (Tex. 1992). In Hines, the statute provided that as a prerequisite to filing a suit for damages under the Texas Deceptive Trade Practices Act, "a consumer shall give written notice to the person at least 30 days before filing the suit advising the person of the consumer's specific complaint and the amount of actual damages and expenses." Id. at 466-67 (quoting TEX. BUS. & COM. CODE § 17.50A
Section 651.161(b) likewise does not specify consequences for noncompliance with its ten-day requirement, so we must look beyond its plain language for assistance. In that regard, we look to see if the Code Construction Act gives guidance. And it does. There, the Legislature clarifies that in enacting statutes it intends: (1) a just and reasonable result, (2) that fulfills the object to be obtained, (3) in light of the consequences of how the language is construed. See TEX. GOV'T CODE §§ 311.021(3), 311.023(1), (5).
As to the just and reasonable result and consequences factors, we look at the consequences of construing section 651.161(b) to require strict compliance, as well as the consequences of construing it to require substantial compliance. If strict compliance is the standard, then a lender, such as BankDirect, that mails a notice of intent to cancel one day late may end up being liable for damages from an occurrence or loss that would have been covered by the cancelled insurance except for the occurrence or loss happening days, as in this case, or weeks or months after the insurance was cancelled. This result could follow even though, as in this case, Plasma Fab's policy was cancelled because Plasma Fab (1) failed to make payment when and as it agreed; (2) was reminded of its delinquency by the premium finance company, yet did not make payment; (3) was given notice that its insurance would be cancelled on a specific date if the payment was not made, and yet still failed to make payment; and (4) received notice that the lender directed the insurance to be cancelled as of the specific date earlier specified — albeit the date was one day less than prescribed by statute. Such a result could, in substance, turn premium finance lenders into post-cancellation insurers of their borrowers despite the borrowers having lost coverage because they failed to pay loan installments as agreed, or by timely curing their default after written notice that failure to pay was jeopardizing the very insurance the loan allowed them to purchase. It is difficult to view such consequences to either the borrower or the lender as just and reasonable. But if substantial compliance is the standard and, as BankDirect posits, the notice of cancellation is not effective until the earliest day contemplated by the statute, then a borrower receives all of the benefits and protections of section 651.161(b) while a premium lender, such as BankDirect, is held to the requirements the Legislature built into the statute to protect borrowers. Thus, construing section 651.161(b) as requiring substantial compliance such that the lender's cancellation of the borrower's insurance is effective no earlier than the earliest date permitted by the statute comports with the Legislature's intent that section 651.161(b) yields results and consequences that are just and reasonable.
Looking next to the legislative object to be obtained, see TEX. GOV'T CODE § 311.023(1), it cannot be doubted that the Legislature intended to protect insureds by circumscribing the practices of premium lenders. Nor can it be doubted that the Legislature also intended to allow lenders to protect themselves when borrowers do not pay as agreed by permitting them to cancel the policy purchased with the loan proceeds and receive the unearned premium to be applied to the borrower's remaining balance on the loan. See TEX. INS. CODE § 651.162; see also Serv. Fin. v. Adriatic Ins. Co., 46 S.W.3d 436, 447 (Tex. App. — Waco 2001), judgm't vacated w.r.m., 51 S.W.3d 450 (Tex. App. — Waco 2001, no pet.) (noting that the Insurance Code clearly evinces an intent to protect the
Because the Legislature did not specify the consequences of a premium finance company failing to strictly comply with section 651.161(b)'s ten-day requirement, and the factors and language in the Code Construction Act indicate, on balance, that the requirement should be measured by substantial compliance, I conclude that the Legislature did not intend to require strict compliance with that specific provision in the statute. I further conclude that the object of section 651.161(b)'s ten-day requirement will be fulfilled so long as an insured has at least until the tenth day after the lender mails the notice of intent to cancel to make the payment. I would hold that if the date specified for cancellation in the notice is before the tenth day after the notice is mailed, then the time for the borrower to make its delinquent payment and maintain its insurance in force is extended to the tenth day after the notice is mailed or the date specified in the notice of intent to cancel, whichever is later.
The Court cites thirteen statutes in which the Legislature has expressly provided that substantial compliance with statutory terms is sufficient. First, it is worth noting that only two of the statutes mention a time requirement. See TEX. ELEC. CODE § 18.065(a) (allowing for Secretary of State to monitor voting registrars' substantial compliance with various sections, one of which is a hard deadline of November 30 rather than a "not later than" time frame); see also TEX. INS. CODE § 826.105 (allowing substantial compliance with notice requirements of the chapter, including filing an organizational conversion plan "[n]ot later than the 30th day" after members approve the plan under Insurance Code section 826.104). Second, and more importantly, this Court has repeatedly held that if the statute at issue does not provide consequences for failure to strictly comply with its terms, we look to "the plain meaning of the words used, as well as the entire act, its nature and object, and the consequences that would follow from each construction." Wilkins, 47 S.W.3d at 494; see also AHF-Arbors at Huntsville I, LLC v. Walker Cty. Appraisal Dist., 410 S.W.3d 831, 835-36 (Tex. 2012); City of Desoto, 288 S.W.3d at 397; Hines, 843 S.W.2d at 469 (noting that the consequence of noncompliance may be limited to enforcement of the purpose of the notice); Chisholm, 287 S.W.2d at 945; Thomas, 212 S.W.2d at 629-30. If BankDirect had failed to mail a notice of intent to cancel to Plasma Fab, there would be no question that BankDirect failed to strictly comply with section 651.161's cancellation requirements, because mailing of the notice is undoubtedly an essential statutory requirement that must be strictly complied with. On the other hand, the ten-day time requirement in section 651.161(b) is not essential, meaning that substantial compliance
It is worth noting that both the Court and the concurrence discuss Chemical Lime for the proposition that "[a] deadline is not something one can substantially comply with." Ante at 88 (quoting Chem. Lime, 291 S.W.3d at 403). I agree. However, in Chemical Lime, the deadline was "a specific, calendar date by which permit applications were required to be filed." Id. There is no doubt that one cannot substantially comply with a specific, calendar date. Performance on any date other than that specific, calendar date would be "a miss as good as a mile." Id. Here, by contrast, the deadline was "not earlier than the 10th day after the date the notice is mailed." TEX. INS. CODE § 651.161(b). Substantial compliance is possible under the structure of this statute which provides for a number of days — such as section 651.161(b)'s ten-day time period — rather than one, and only one, specific, calendar date. Section 651.161(b) does not require that the borrower receive at least ten days notice before cancellation may occur; it requires that the specified date for payment not be less than ten days after the notice is mailed. Because the borrower will actually receive less than ten days notice of the specified date — in some cases several days less, depending on how long it takes the mail to reach the borrower — there is no hard and fast minimum notice time requirement provided to the borrower. As long as an insured has at least until the tenth day after the date of mailing to cure his or her default, there has been substantial compliance with the statute's ten-day time period.
Applying the foregoing in this case, Plasma Fab could have made its delinquent payment at any time on or before the tenth day after BankDirect mailed the notice of intent to cancel the policy. If it had done so, BankDirect would have lacked authority under the power of attorney to cancel the policy. BankDirect did not receive Plasma Fab's payment until December 9, 2008, which was unquestionably beyond the tenth day following the date BankDirect mailed the notice. BankDirect's notice of intent to cancel the policy was in substantial compliance with the statute, and in my view it mailed "proper notice ... as required by law."
BankDirect substantially complied with section 651.161(b)'s requirements in giving notice to Plasma Fab and in cancelling the insurance policy. Accordingly, I would hold that BankDirect did not exceed its authority under the power of attorney granted to it by Plasma Fab when it cancelled the policy.
I would reverse the judgment of the court of appeals as to BankDirect and reinstate the judgment of the trial court.
Because the Court does not do so, I respectfully dissent.