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

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No. 22-10811 ____________________

ECB USA, INC., a Florida Corporation, ATLANTIC VENTURES CORP., a Florida Corporation, G.I.E. C2B, a French business entity, as assignees of Constantin Associations LLP, a New York limited liability partnership, CONSTANTIN ASSOCIATES LLP, Plaintiffs-Counter Defendants-Appellants, versus CHUBB INSURANCE COMPANY OF NEW JERSEY, a New Jersey insurance company USCA11 Case: 22-10811 Document: 64-1 Date Filed: 08/01/2024 Page: 2 of 28

2 Opinion of the Court 22-10811

corporation, EXECUTIVE RISK INDEMNITY, INC., a Delaware Insurance corporation,

Defendants-Counter Claimants-Appellees.

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Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 1:20-cv-20569-RNS ____________________

Before JORDAN, BRASHER, and ABUDU, Circuit Judges. BRASHER, Circuit Judge: This case comes down to grammar and canons of construc- tion. Chubb issued an insurance policy that covers claims against Constantin arising from “services directed toward expertise in banking finance, accounting, risk and systems analysis, design and implementation, asset recovery and strategy planning for financial institutions.” Constantin performed an audit for a food services company; the audit went wrong and led to liability. Constantin transferred its rights under the policy to the ECB parties. The ques- tion for us is whether “for financial institutions” limits “account- ing” such that there is no coverage under the policy for the audit of a food services company. USCA11 Case: 22-10811 Document: 64-1 Date Filed: 08/01/2024 Page: 3 of 28

22-10811 Opinion of the Court 3

Chubb and its related parties argue that the phrase “for fi- nancial institutions” applies to everything in the list; ECB and its related parties argue that “for financial institutions” applies only to the last phrase in the series of covered services. We agree with Chubb. The series-qualifier canon of interpretation suggests that a postpositive modifier like “for financial institutions” modifies all the terms in a list of parallel items. Chubb’s position is also sup- ported by the surrounding language of the policy. Although ECB argues that the last-antecedent canon and contra proferentem sup- port its position, those canons are inapposite. Because the account- ing at issue was not performed for a financial institution, the claim is not covered by the professional services insurance contract that Chubb issued. Therefore, we affirm the district court’s grant of summary judgment to Chubb. I.

Constantin is a sophisticated commercial entity that pro- vides accounting services. In 2001, Constantin Control Associates LP acquired professional services insurance from Executive Risk Indemnity, Inc. (“ERI”), a subsidiar