[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 22-13338 ____________________

VFS LEASING CO., Plaintiff-Appellee, versus MARKEL INSURANCE COMPANY,

Defendant,

MARKEL AMERICAN INSURANCE COMPANY,

Defendant-Appellant. USCA11 Case: 22-13338 Document: 56-1 Date Filed: 10/30/2024 Page: 2 of 18

2 Opinion of the Court 22-13338

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Appeal from the United States District Court for the Middle District of Florida D.C. Docket No. 8:21-cv-01297-TPB-JSS ____________________

Before JORDAN, LAGOA, and TJOFLAT, Circuit Judges. LAGOA, Circuit Judge: Markel American Insurance Company issued a joint check to VFS Leasing Co. (“VFS”) and Time Definite Leasing, LLC, (“TDL”), as non-alternative co-payees. TDL cashed the check without VFS’s knowledge or approval and kept the proceeds for itself. VFS then sued Markel American for breach-of-contract, ar- guing that Markel American was liable for the amount from the joint check that was owed to VFS. This appeal requires us to decide whether, as a matter of Florida law, Markel American’s obligation to VFS was discharged when the joint check was improperly ac- cepted by the drawee bank and payment was made solely to TDL. After careful review, and with the benefit of oral argument, we conclude that under Florida Statute § 673.4141(3), a drawer is dis- charged of its payment obligation when a jointly issued check is accepted by a drawee bank. We therefore reverse the district court’s entry of summary judgment in favor of VFS. I. FACTUAL & PROCEDURAL BACKGROUND The essential facts are largely undisputed. From 2016 to 2018, VFS leased certain trucks to TDL. TDL was required to (a) USCA11 Case: 22-13338 Document: 56-1 Date Filed: 10/30/2024 Page: 3 of 18

22-13338 Opinion of the Court 3

insure the trucks and name VFS as an additional insured, loss payee, or both, on the relevant policies and (b) provide VFS with certificates of insurance (“COIs”) confirming the coverage. TDL bought appropriate coverage from Markel American and, on the COIs, listed VFS as a loss payee. During the term of coverage, TDL filed claims for damage to some of the trucks, and Markel American issued five checks written out to TDL “and” VFS as co-payees. But, as it turns out, VFS never saw any of those funds. VFS sued Markel American for breach of contract.1 In its single-count complaint, VFS alleged that Markel American was re- quired to notify VFS of any claims for equipment on which it was an additional insured; issue joint checks for any claims for equip- ment on which VFS was an additional insured; and pay VFS for all losses incurred under the policies, including losses for which VFS was named loss payee—and that Markel American had failed to do any of these things. VFS noted that two COIs identified an insurance policy where Markel American was listed as the insurer, TDL was listed as the insured, and VFS was listed as the certificate holder. VFS alleged that TDL had pr