Trans City Life Insurance Company, an Arizona Corporation - Page 36

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          challenge might affect the agreement.  Mr. Gordon also expected             
          that Guardian would want to recapture the underlying policies.              
               When the third amendment was executed, Mr. Gordon believed             
          that all settlements for amounts due petitioner had been made.              
          In fact, settlement had not been made.  As a result of this                 
          error, petitioner did not receive from Guardian moneys it was               
          entitled to receive.  The third amendment would not have been               
          executed if Mr. Gordon had realized the error.  The provision in            
          the third amendment pursuant to which each party waived its                 
          rights also appears in the terminating amendments to the                    
          reinsurance agreement between UPL and Guardian.                             
               When the 1989 Agreement was terminated, neither party had              
          accurate information as to the actual status of the EAB.  The               
          accounting information provided by Guardian showed a positive EAB           
          of $140,663.  The EAB was actually negative by approximately                
          $260,181.  Although the EAB was negative, petitioner made no                
          payment to Guardian, because neither party realized that it was             
          negative.  Neither petitioner nor Guardian would have made the              
          decisions each did, if it had had accurate information.                     
                                       OPINION                                        
          1.  Overview                                                                
               This case takes the Court inside the complex and esoteric              
          world of insurance law, taking into account the technical jargon            
          and standards utilized therein.  In making our findings, we have            
          examined volumes of filings, reams of trial testimony, boxes of             
          exhibits, and assorted expert reports.  Many of the critical                
          facts were disputed by the parties, and each party introduced               



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