The parties’ agreement is an insurance contract for purposes of Virginia Code § 38.2–312.
At issue in this appeal is an innovative program of workers’ compensation insurance that offers small and mid-sized employers the benefits of both a guaranteed cost policy and a retrospective rating plan in one insurance program. In this case, the insurer canceled the employer’s policy for non-payment after raising the monthly premium by over 1,000 percent.
Explicit internal references, interrelated terms, and shared subject matter are strong evidence that the parties intended various documents to be part of one integrated transaction. Issuance of the policy was expressly conditioned on the employer’s prior execution of the agreement. The subject matter of the documents is the same. The RPA also discusses the insurance coverage. Because the insurance program was marketed and sold as a package deal, the employer’s failure to execute the agreement would have frustrated the purpose of the transaction.
Construing an affiliate’s policy terms as integrated with those of the agreement, as though the terms of each were written in a single document, it becomes clear that the contract at issue is an “insurance contract” under Virginia law.