Opinion

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

ALLIED WORLD SURPLUS LINES : CIVIL ACTION

INSURANCE COMPANY, :

Plaintiff, :

v. : NO. 25-cv-00866

:

CLIMAX TECHNOLOGY CO., LTD., :

a Foreign Corporation, :

Defendant. :

MEMORANDUM

KENNEY, J. October 31, 2025

Before the Court is Plaintiff Allied World Surplus Lines Insurance Co.’s (“Allied World”)

Motion for Partial Judgment on the Pleadings, ECF No. 31 (the “Motion”). Defendant Climax

Technology Co., Ltd. (“Climax”) filed a response in opposition, ECF No. 32. Allied World filed

a reply, ECF No. 33, and Climax filed a sur-reply, ECF No. 34. Allied World seeks a declaratory

judgment that Climax has a duty to defend Medical Guardian, LLC (“Medical Guardian”) as a

matter of law in a state action arising from the malfunctioning of a medical alert device

manufactured by Climax and sold to Medical Guardian. For the reasons discussed below, the

Motion is GRANTED.

I. BACKGROUND

Plaintiff Allied World is an insurance company that is defending its insured, Medical

Guardian, in a state action entitled Danielle Wielgopolski, as Executor of the Estate of George

Henry Hargraves v. Medical Guardian, LLC, et al., Case No. 230702184, pending in the Court of

Common Pleas, Philadelphia County (the “Underlying Action”). ECF No. 1 (“Compl.”) ¶ 1. The

Underlying Action alleges that Mr. Hargraves was wearing a personal emergency response system

(“PERS”) device when he fell and/or suffered from a medical condition, resulting in injuries that

caused his death. Id. ¶¶ 15–16. The PERS device consisted of a “Fall Detection Necklace” that is

designed to detect a user’s fall and call for help automatically. Id. ¶¶ 16, 18. The device also

includes a “help” button that, when pressed, is supposed to immediately connect the user with

emergency services. Id. ¶ 16. After Mr. Hargraves fell, no emergency responders came to his aid

and he was later found lying on the floor of his residence by his granddaughter. Id. ¶¶ 17–18. The

executor of Mr. Hargraves’ estate alleges in the Underlying Action that Mr. Hargraves died as a

result of the PERS device’s failure to detect Mr. Hargraves’ fall and/or the failure of the PERS

monitoring services to heed the medical alert from the device and summon emergency services on

his behalf. Id. ¶¶ 18, 21.

The PERS device worn by Mr. Hargraves at the time of his fall was manufactured and

designed by Climax and sold to Mr. Hargraves by Medical Guardian. Id. ¶ 18. Medical Guardian

and Climax had a contractual arrangement whereby Climax manufactured PERS equipment to sell

to Medical Guardian, which would then sell the equipment to consumers. Id. ¶ 11. This

arrangement was governed by the Manufacturing Supply Agreement entered into on November

11, 2020 by Climax and Medical Guardian (the “Agreement”). Id. ¶ 2. The Agreement contains an

indemnification clause, which provides that Climax has a duty to defend and indemnify Medical

Guardian on a primary and non-contributory basis against certain claims involving PERS devices.

Id. ¶ 12. These claims include (1) any claim seeking damages for product liability arising out of,

in connection with, or as a result of the PERS devices to the extent that such claim is attributable

to the acts or omissions of Climax or defects in the PERS devices; and (2) any claim alleging

bodily injury, death of any person, or damage to real or tangible personal property caused by

Climax’s negligence or other wrongful conduct. Id.

Pursuant to the indemnification provision of the Agreement, Medical Guardian tendered

its defense and indemnity in the Underlying Action to Climax. Id. ¶ 23. After initially accepting

the tender under a reservation of rights, Climax later withdrew its acceptance and took the position

that the PERS device worn by Mr. Hargraves was not covered by the Agreement. Id. ¶¶ 24–25, 30.

As Medical Guardian’s general liability insurer, Allied World stepped in to defend Medical

Guardian in the Underlying Action. Id. ¶¶ 34–35. Allied World then brought the instant action

against Climax, seeking a declaratory judgment that Climax has a duty to defend Medical Guardian

in the Underlying Action and recovery of costs Allied World has expended to defend Medical

Guardian in the Underlying Action. Id. ¶¶ 37–45. On August 22, 2025, Allied World filed the

instant Motion, ECF No. 31, to which Climax responded on September 29, 2025, ECF No. 32.

Allied World filed a reply on October 6, 2025, ECF No. 33, and Climax filed a sur-reply on

October 9, 2025, ECF No. 34. Accordingly, the Motion is now fully briefed and ripe for

consideration.

II. LEGAL STANDARD

Federal Rule of Civil Procedure 12(c) allows a party to move for judgment on the pleadings

“[a]fter the pleadings are closed—but early enough not to delay trial.” Fed. R. Civ. P. 12(c).

Judgment on the pleadings may be granted only if the movant clearly establishes that there are no

unresolved issues of material fact and that he is entitled to judgment as a matter of law. Rosenau

v. Unifund Corp., 539 F.3d 218, 221 (3d Cir. 2008). In reviewing a motion for judgment on the

pleadings, the court must view the facts presented in the complaint and the inferences to be drawn

therefrom in the light most favorable to the nonmoving party. Sikirica v. Nationwide Ins. Co., 416

F.3d 214, 220 (3d Cir. 2005). In addition to considering the pleadings, the court may consider any

exhibits attached to the pleadings, undisputedly authentic documents attached to the motion if

plaintiff’s claims are based on the documents, and matters of public record. Atiyeh v. Nat. Fire Ins.

Co. of Hartford, 742 F. Supp. 2d 591, 595 (E.D. Pa. 2010).

III. DISCUSSION

Allied World seeks a declaratory judgment that Climax has a duty to defend Medical

Guardian in the Underlying Action as a matter of law. ECF No. 31-1 at 2. Under Pennsylvania

Law,1 the duty to defend is triggered “if the factual allegations of the complaint on its face

encompass an injury that is actually or potentially within the scope” of the indemnification

provision. Erie Ins. Exch. v. Moore, 228 A.3d 258, 265 (Pa. 2020) (citation omitted). “The truth

of the complaint’s allegations is not at issue when determining whether there is a duty to defend;

the allegations are to be taken as true and liberally construed in favor of the insured.” Id. (cleaned

up). One determines whether a claim is “potentially covered” by an indemnification provision by

comparing the four corners of the contract containing the indemnification provision to the four

corners of the complaint. Id.

Here, the “four corners” of the Amended Complaint2 in the Underlying Action—when

taken as true—state that the PERS device that failed to send an emergency signal during Mr.

Hargraves’ medical emergency was designed and manufactured by Climax and sold by Climax to

Medical Guardian pursuant to a Manufacturing Supply Agreement. ECF No. 1-3 ¶¶ 22–24, 31.

1 The basis for the Court’s jurisdiction in this case is diversity of citizenship pursuant to 28 U.S.C.

§ 1332(a). “A federal court sitting in diversity must apply state substantive law.” Chamberlain v.

Giampapa, 210 F.3d 154, 158 (3d Cir. 2000) (citing Erie R.R. v. Tompkins, 304 U.S. 64, 78 (1938)).

2 In its opposition to the Motion, Climax recites the chronology of the pleadings in the Underlying

Action, noting that the executor of Mr. Hargraves’ estate did not reference Climax or the

Agreement in the first filed Complaint and only added claims against Climax in the Amended

Complaint after Medical Guardian filed a Joinder Complaint seeking a defense from Climax. ECF

No. 32 at 7. The contents of the executor’s initial Complaint are irrelevant because the most

recently filed Amended Complaint is the operative pleading in the Underlying Action. Garrett v.

Wexford Health, 938 F.3d 69, 82 (3d Cir. 2019).

The Underlying Action alleges that as a result of the PERS device’s failure to function properly,

no emergency responders were summoned to Mr. Hargraves’ aid and consequently, Mr. Hargraves

died from his injuries. Id. ¶¶ 31–32. The Amended Complaint brings claims against Medical

Guardian and Climax for, inter alia, strict product liability, negligence, recklessness, gross

negligence, and willful and wanton conduct. Id. ¶¶ 68–83.

The Agreement between Climax and Medical Guardian contains an indemnification

provision that expressly requires Climax to defend and indemnify Medical Guardian against any

claims alleging: (1) damages for product liability arising out of, in connection with, or as a result

of the PERS devices sold by Climax to Medical Guardian to the extent that such claim is

attributable to the acts or omissions of Climax or defects in the PERS devices; or (2) any bodily

injury, death of any person, or damage to real or tangible personal property caused by Climax’s

negligence or other wrongful conduct. Compl. ¶ 12. The relevant portions of the Agreement’s

indemnification provision state as follows:

10.1 Indemnification. Subject to the terms and conditions of this

Agreement, Seller (as “Indemnifying Party”) shall indemnify,

defend and hold harmless the Buyer Parties and their respective

Representatives, Affiliates, successors and permitted assigns

(collectively, “Indemnified Parties”) against any and all losses,

damages, liabilities, deficiencies, claims, actions, judgments,

settlements, interest, awards, penalties, fines, costs, or expenses of

whatever kind, including reasonable attorneys’ fees, fees and the

costs of enforcing any right to indemnification under this Agreement

and the cost of pursuing any insurance providers, incurred by any

Indemnified Party (collectively, “Losses”), relating to/arising out or

resulting from any third-party Claim or any direct Claim against

Indemnifying Party alleging:

[…]

(c) any Claim seeking damages for product liability arising out of,

in connection with or as a result of the Devices to the extent that

such Claim is attributable to the acts or omissions of the

Indemnifying Party or defects in the Devices;

(d) any bodily injury, death of any Person or damage to real or

tangible personal property caused by an Indemnifying Party’s

negligence or other wrongful conduct….

Id.; ECF No. 1-1 at 16–17.

Comparing the four corners of the Agreement to the four corners of the Amended

Complaint in the Underlying Action, the Court finds that Climax’s duty to defend Medical

Guardian is triggered because the executor of Mr. Hargraves’ estate has brought claims for product

liability and negligence against Climax in relation to Mr. Hargraves’ death. See ECF No. 1-3 ¶ 77

(“As a direct, factual, and proximate result of the defective and unreasonably dangerous conditions

and/or malfunction of the PERS equipment, Defendants named herein are strictly liable for the

injuries, damages, and death of Decedent ….”); id. ¶ 81 (“Defendants Medical Guardian … and

Climax … breached their duties of care, and caused Decedent’s injuries, damages, and death,

through their negligent, reckless, grossly negligence[sic], and/or willful and wanton acts and/or

omissions[.]”). The claims in the executor’s Amended Complaint are precisely those that are

contemplated by sections 10.1(c) and (d) of the Agreement’s indemnification provision—i.e.,

claims seeking damages for product liability arising out of, in connection with, or as a result of the

PERS equipment that is attributable to defects in the equipment, and claims alleging bodily injury

or death caused by Climax’s negligence or other wrongful conduct. See ECF No. 1-1 at 16–17.

In its opposition to the Motion, Climax argues that the Agreement does not apply to the

dispute in the Underlying Action at all. ECF No. 32 at 2. Climax’s sole argument for this contention

is that the Amended Complaint in the Underlying Action does not specify that the PERS device

worn by Mr. Hargraves is a “Device” as defined by the Agreement. Id. at 6–7. According to

Climax, the Agreement defines “Devices” as “specific models of PERS equipment listed in the

‘Schedule 1’ of the Agreement …, with their particular technical components, features, and

functionality laid out in the ‘Specifications’ section of the Agreement set forth in Schedule 3.” Id

at 5. Because the Amended Complaint “does not reference these specific technicalities of the

‘Devices,’ let alone referencing the ‘Devices’ at all,” Climax contends that the allegations of the

Underlying Action therefore are outside the scope of the Agreement. Id. at 6–7.

Yet, the Amended Complaint does allege that the PERS device worn by Mr. Hargraves

“was designed, manufactured, distributed, supplied and/or sold by Defendant Climax to Defendant

Medical Guardian pursuant to a Manufacturing Supply Agreement.” ECF No. 1-3 ¶ 24. It is not

necessary for the Amended Complaint to specifically reference the technicalities of the “Devices”

in order to sufficiently allege that the PERS device qualifies as a “Device” governed by the

Agreement. By alleging that the PERS device was manufactured by Climax and sold to Medical

Guardian pursuant to a Manufacturing Supply Agreement,3 the Amended Complaint is plainly

alleging that the PERS device falls within the scope of the Agreement. While Climax may disagree

with the allegation that the PERS device qualifies as a “Device” governed by the Agreement, this

disagreement does not impact its duty to defend because the duty to defend is based on the

complaint’s factual allegations without consideration of the truth of those allegations. See Erie Ins.

Exch., 228 A.3d at 265. Thus, pursuant to the Agreement, Climax has a duty to defend Medical

Guardian in the Underlying Action “until such time as the claim is confined to recovery that the

contract does not cover.” Cottman Ave. PRP Grp. v. AMEC Foster Wheeler Env’t Infrastructure

Inc., 439 F. Supp. 3d 407, 441 (E.D. Pa. 2020).

3 In its sur-reply, Climax notes that the Amended Complaint in the Underlying Action merely

alleges that the PERS device was sold pursuant to “a Manufacturing Supply Agreement” and not

“the Agreement” as alleged by Allied World. ECF No. 34 at 5. Despite arguing over semantics and

artfully disclaiming that the PERS device worn by Mr. Hargraves was a “Device” within the scope

of the Agreement, Climax never states that it did not manufacture the PERS device. Climax never

states that it did not sell the PERS device to Medical Guardian. And Climax does not identify any

other agreement or contract pursuant to which it sold other devices and equipment to Medical

Guardian that would encompass the PERS device in question.

IV. CONCLUSION

For the foregoing reasons, the Court will grant Plaintiff Allied World’s Motion for Partial

Judgment on the Pleadings (ECF No. 31). An appropriate Order will follow.

BY THE COURT:

/s/ Chad F. Kenney

CHAD F. KENNEY, JUDGE