A New York appeals court on July 3, 2025, sided with Assurant Group in a contract dispute that grew out of a failed effort by Alcan Harbor Inc. to buy one of its insurance subsidiaries.
The case revolves around exclusivity agreements signed between Alcan and Assurant while they negotiated a deal for Alcan to acquire the assets and equity of John Alden Life Insurance Company, or JALIC, an Assurant subsidiary. Under those agreements, Assurant promised to work in good faith toward finalizing the deal and, importantly, agreed not to solicit, negotiate with or engage any other potential buyers of JALIC during the exclusivity period.
Alcan argued that Assurant broke those promises. The company said Assurant engaged with a third party during the exclusivity window and that those talks led to a potential reinsurance arrangement that involved certain JALIC insurance policies. Alcan claimed that this was effectively dealing with another buyer, in breach of the exclusivity agreements, and that it also violated the basic duty of fair dealing that comes with any contract.
But Assurant pushed back, arguing that reinsurance deals aren’t the same thing as selling assets or equity. Reinsurance, as the court pointed out, is about transferring risk, not about handing over ownership of part of the company. And that distinction ended up making all the difference in this case.
The trial court agreed with Assurant and dismissed Alcan’s claims. When Alcan appealed, the Appellate Division, First Department, upheld that decision. The judges said Alcan didn’t show that Assurant violated the contract. The exclusivity agreements barred Assurant from working with other potential acquirers of JALIC’s assets or equity, not from entering into reinsurance talks. The court noted that reinsurance arrangements fall outside that scope because they don’t involve selling any part of the company’s ownership.
Alcan also tried to argue that the reinsurance arrangement hurt JALIC’s capital and surplus in ways that undermined the deal. But the court pointed out that the agreements didn’t stop Assurant from making reinsurance deals that might affect those financial figures.
Alcan’s claim that Assurant violated the implied covenant of good faith and fair dealing was also dismissed. The court said that claim was based on the same facts and sought the same damages as the breach of contract claim. Finally, Alcan floated an argument that Assurant’s actions frustrated the purpose of the exclusivity agreements, but because it didn’t raise that point earlier in the case, the appeals court declined to consider it.
In the end, the court’s ruling means Assurant didn’t overstep its contractual bounds - and Alcan’s failed bid for JALIC stays that way.
