Insurance provisions sit in nearly every commercial contract, and most of them get a fraction of the attention they deserve. They fail quietly. The drafting looks fine on the page. The certificate comes in. The deal closes. Then a claim hits years later and the coverage everyone assumed was there is not actually there.
Laura Frederick hosted Olga Mack, CEO of TermScout and former General Counsel, and Bradley Dlatt, counsel at Lathrop GPM, for a working conversation on why insurance language breaks under pressure. Olga brought the in-house contracting lens and years of enforcing insurance provisions, including in litigation. Bradley brought decades of insurance coverage practice on the policyholder side, where he sees on the back end what the front-end drafting actually delivered.
The conversation moved through the gap between contract English and insurance English, what magnitude, duration, and scope really mean in a clause, the two-word fix that unlocks millions in additional insured coverage, why certificates of insurance are mostly theater, how to read a policy starting with the endorsements, and what a clean claim-stage process looks like before the claim arrives.
Here are our top ten takeaways from the speakers' comments during the webinar:
Insurance English is not contract English. The words look the same. They are not. Reading an insurance policy fluently in contract English produced blind spots, because policies had their own exclusions, timing rules, and definitions. Olga said the dangerous arrogance was assuming the two languages translated one-to-one. The fix was humility and the discipline to learn the relevant insurance language for the deal in front of us.
Draft to the exposure, not the category label. Categories like cyber, D and O, or general liability were terms of art that did not map onto what a specific contract was trying to cover. The clause should follow the actual activity. If the vendor processed production data or made automated decisions, the language should say so. That precision is what made the contract connect to the policy at claim time.
Magnitude, duration, and scope are the three drafting checks. Bradley framed every insurance provision around these three. Magnitude meant the limits and breadth of coverage. Duration meant accounting for annual renewals across multi-year contracts. Scope meant getting the named insured and additional insured language right. Most claim-time failures traced back to one of the three.
Two words can unlock millions in additional insured coverage. Bradley's example was the cleanest practical insight of the session. A vendor's endorsement covered the additional insured only to the extent required by the contract. Saying "at least one million" or "no less than one million" instead of just "one million" could unlock the full policy limit, sometimes millions more. He had advised the largest companies in the country on this and they were still surprised.
Certificates of insurance are not proof of coverage. Outside Washington state, where the T-Mobile decision gave certificates real weight, certificates were notice documents that the certificate itself disclaimed. They hid exclusions, sub-limits, and endorsements. They went stale within months. They confirmed a policy existed, not that the coverage matched the contract. We should treat certificates as a procurement artifact, not a legal one.
Ask for the policies, not the certificate. Bradley's drafting fix was to require a right to copies of the policies upon request, with a 15 or 30 day time limit. Without that contract right, carriers would refuse to produce the policy even when an additional insured had a valid claim. Bradley had to sue an Ohio insurer over exactly that issue. The right to the policy was the difference between trusting a one-page document and actually verifying the coverage you paid for in the negotiation.
Read policies endorsements-first. When a generalist had a policy in hand, the right method was to put the endorsements on the left and the base policy on the right. Endorsements changed the scope of coverage and were the operative language. Reading the policy front to back missed the point. The goal was a cheat sheet for the client on what triggered the policy and what the carrier needed to act.
"Add as an additional insured" is not enough on its own. Olga's three questions should be answered in every additional insured clause. Whose policy is primary. Whether defense costs erode the limits. Whether coverage extends after the work is completed. If the clause is silent on those, the policy decides, and the answer is usually not the one we wanted.
Insurance is an asset, not a liability. Bradley's reframe was simple and useful. Companies thought of insurance as a liability because of the premium. The policy was an asset bought for the moment of greatest need, and preserving the asset meant giving notice early, even when the claim looked uncertain. D and O carriers loved to deny later claims on the basis that an earlier event had not been reported.
The broker is not your lawyer. Brokers were not licensed to practice law and could not advise on how the policy interacted with the contract. In many states there was no privilege with the broker. Hypothetical coverage questions asked during a deal could show up in the broker file years later when an insurer was hunting for a reason to deny. We need brokers for the market. Coverage analysis is the lawyer's job.
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