No. 22-1114 ___________________________

Principal National Life Insurance Company

Plaintiff - Appellee

v.

Donna T. Rothenberg

Defendant - Appellant

v.

Robert W. Bagby

Counter Defendant - Appellee ____________

Appeal from United States District Court for the Eastern District of Missouri - St. Louis ____________

Submitted: January 12, 2023 Filed: June 12, 2023 ____________ Before GRUENDER, BENTON, and SHEPHERD, Circuit Judges. ____________ SHEPHERD, Circuit Judge. Dr. Robert P. Rothenberg (Rob) tragically suffered a fatal heart attack prior to paying the initial premium on his term life insurance policy issued by Principal National Life Insurance Company (Principal). Principal filed this action in the district court, 1 seeking a declaratory judgment that Donna T. Rothenberg (Donna)— the policy’s intended beneficiary—was not owed death benefits in light of the nonpayment. Donna filed a counterclaim, asserting claims against Principal for breach of contract, vexatious denial of proceeds, and negligence, as well as claims against Robert W. Bagby, the couple’s insurance broker and financial planner, for negligence. After the parties filed cross-motions for summary judgment, the district court granted summary judgment in favor of Principal and Bagby, finding, in part, that the policy was not in effect at the time of Rob’s death. Donna appeals. Having jurisdiction under 28 U.S.C. § 1291, we affirm.

I.

Rob maintained a life insurance policy for many years with Jackson National Life Insurance Company (Jackson National) for the benefit of Donna. As the couple’s long-time financial planner and insurance broker, Bagby procured the policy for Rob. Bagby met with the couple yearly to discuss investments, but their contact was otherwise episodic.

Rob contacted Bagby in early 2019 concerning the policy’s renewal. Rob told Bagby that he intended to let the plan lapse at the end of its “grace period,” on April 14, 2019, because Jackson National had informed him that the policy’s premium would substantially increase upon renewal. Bagby encouraged Rob to obtain another life insurance policy, given that Rob’s dental practice was the family’s primary source of income. Rob heeded Bagby’s advice and asked him to procure a policy with approximately the same premium as Rob had been paying on the Jackson National policy. Bagby agreed and eventually recommended a $200,000 term life

1 The Honorable Jean C. Hamilton, United States District Judge for the Eastern District of Missouri. -2- insurance policy offered by Principal. Rob and Bagby met in February 2019 and completed the application for the policy. On or about April 1, 2019, Principal issued the policy. However, Bagby discovered soon thereafter that the face value of the policy could be increased to $250,000 for a similar premium as the Jackson National policy. Rob elected to increase the face amount of the coverage. Accordingly, on or about April 15, 2019, Principal sent Bagby the relevant paperwork for the $250,000 term life insurance policy (the Policy), which stated that the Policy was issued on April 5, 2019. Bagby received the documents on April 23, 2019, which was after Rob’s Jackson National policy had lapsed.

The following describes the documents received by Bagby and the relevant language from each:

• A cover letter, dated April 15, 2019 (the Cover Letter), which states in part,