UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ WILD EGGS HOLDINGS, INC.; WILD EGGS OPERATIONS, │ LLC; WILD EGGS FRANCHISING, LLC, │ Plaintiffs-Appellants, > No. 21-5962 │ │ v. │ │ STATE AUTO PROPERTY AND CASUALTY INSURANCE │ COMPANY, │ Defendant-Appellee. │ ┘ Appeal from the United States District Court for the Western District of Kentucky at Louisville. No. 3:20-cv-00501—Rebecca Grady Jennings, District Judge.

Argued: June 9, 2022

Decided and Filed: September 9, 2022

Before: BOGGS, MOORE, and GRIFFIN, Circuit Judges. _________________

COUNSEL ARGUED: Edmund S. Sauer, BRADLEY ARANT BOULT CUMMINGS LLP, Nashville, Tennessee, for Appellants. Adam H. Fleischer, BATESCAREY LLP, Chicago, Illinois, for Appellee. ON BRIEF: Edmund S. Sauer, BRADLEY ARANT BOULT CUMMINGS LLP, Nashville, Tennessee, for Appellants. Adam H. Fleischer, Michael H. Passman, BATESCAREY LLP, Chicago, Illinois, for Appellee. Christopher E. Kozak, PLEWS SHADLEY RACHER & BRAUN, LLP, Indianapolis, Indiana, Edward M. O’Brien, Andrew-John Bokeno, WILSON ELSER MOSKOWITZ EDELMAN & DICKER, LLP, Louisville, Kentucky, for Amici Curiae.

GRIFFIN, J., delivered the opinion of the court in which BOGGS, J., joined. MOORE, J. (pp. 12–15), delivered a separate dissenting opinion. No. 21-5962 Wild Eggs Holdings, Inc., et al. v. Page 2 State Auto Prop. & Cas. Ins. Co.

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OPINION _________________

GRIFFIN, Circuit Judge.

At the beginning of the COVID-19 pandemic, Indiana, Ohio, and Kentucky suspended in-person, “non-essential” business through respective “Stay at Home” orders. So plaintiff Wild Eggs1 halted dine-in operations at its restaurants in those states and then sought insurance coverage for lost revenue from defendant State Auto Property and Casualty Insurance Company. Wild Eggs claims in this lawsuit that State Auto breached the parties’ insurance contract when it denied coverage. The district court granted State Auto’s motion to dismiss, concluding that Wild Eggs had failed to state a claim upon which relief could be granted. We affirm.

I.

Wild Eggs owns and operates a chain of breakfast and lunch restaurants. When the COVID-19 pandemic began in March 2020, the states in which Wild Eggs does business imposed Stay at Home orders for all “non-essential” businesses. Kentucky prohibited “[a]ll in- person retail businesses that are not life-sustaining.” The same was true in Indiana and Ohio. The orders dramatically affected Wild Eggs’s operations—it was forced to suspend in-person dining and to restrict restaurant use to curbside pickup and delivery.

State Auto has insured Wild Eggs since 2016. Wild Eggs notified State Auto of its claim for business losses under two provisions of note. First, it claimed coverage under the Restaurant Extension Endorsement (the “Endorsement”), which pro