No. 21-2943 ___________________________ Owners Insurance Company, an Ohio corporation, as assignee of Lindberg Waterproofing, Inc.

lllllllllllllllllllllPlaintiff - Appellant

Stark Truss Company, Inc.

lllllllllllllllllllllIntervenor Plaintiff

v.

Fidelity and Deposit Company of Maryland

lllllllllllllllllllllDefendant - Appellee ___________________________

No. 21-2950 ___________________________ Owners Insurance Company, an Ohio corporation, as assignee of Lindberg Waterproofing, Inc.

lllllllllllllllllllllPlaintiff

Stark Truss Company, Inc.

lllllllllllllllllllllIntervenor Plaintiff - Appellant

v.

Fidelity and Deposit Company of Maryland

lllllllllllllllllllllDefendant - Appellee ____________ Appeals from United States District Court for the Eastern District of Missouri - St. Louis ____________

Submitted: June 14, 2022 Filed: July 22, 2022 ____________ Before LOKEN, ARNOLD, and KELLY, Circuit Judges. ____________ ARNOLD, Circuit Judge.

This case is about a construction project gone wrong. After disputes arose between a general contractor and two of its subcontractors, an arbitrator awarded the subcontractors money for the labor and material they had provided the general contractor along with associated costs, attorneys' fees, interest, and other sums. The general contractor declared bankruptcy before paying up, and the surety company that issued a bond guaranteeing the subcontractors would be paid tendered amounts representing only the part of the awards that compensated for labor and material (and some interest). But the subcontractors (or in one case, the subcontractor's assignee) wanted the whole of the awards and sued in federal court to get it. The district court sided with the surety and granted it summary judgment. We hold that the court erred, and so we reverse and remand.

BCC Partners, LLC, hired Ben F. Blanton Construction, Inc., to build luxury apartments in the St. Louis area. As part of their agreement, Blanton promised to provide BCC a payment bond that would protect BCC in case Blanton failed to pay its subcontractors and they resorted to asserting liens on BCC's property. See Frank Powell Lumber Co. v. Fed. Ins. Co., 817 S.W.2d 648, 652 (Mo. Ct. App. 1991). So Blanton obtained a nearly $25 million bond from Fidelity and Deposit Company of Maryland, which we will call F&D. The bond says that "if [Blanton] shall promptly make payment to all claimants as hereafter defined, for all . . . labor and material used

-2- or reasonably required for use in the performance of" Blanton's contract with BCC, then F&D's surety obligation "shall be void; otherwise, it shall remain in full force and effect." The bond defined a claimant to include "one having a direct contract with" Blanton "for labor, material, or both, used or reasonably required for use in the" project. The bond then said that Blanton and F&D agreed with BCC "that every claimant as herein defined, who has not been paid in full, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon."

There are two subcontractors relevant here. One is Stark Truss Company, Inc., which agreed to provide roof and wall trusses and other material for the project. Blanton in