IN THE UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MISSOURI WESTERN DIVISION ) ) Plaintiff, ) ) vs.

) ) FIRST AMERICAN TITLE INSURANCE ) COMPANY, et al., ) ) Defendants. ) CITY OF BRANSON, MISSOURI

Case No. 6:12-cv-03387-GAF

DEFENDANT CHICAGO TITLE INSURANCE COMPANYS ANSWER AND AFFIRMATIVE DEFENSES COMES NOW defendant Chicago Title Insurance Company ("CTIC"), by and through counsel, and states as follows in response to the Complaint asserted by plaintiff City of Branson, Missouri: ANSWER CTIC states as follows for its Answer: 1. Denied due to a lack of sufficient knowledge, information, and/or belief. 2. Denied due to a lack of sufficient knowledge, information, and/or belief. 3. Admitted with respect to state of incorporation. Denied with respect to principal place of business. 4. Admitted with respect to state of incorporation. Denied with respect to principal place of business. 5. Admitted. 6. Denied. 7. Admitted. 8. Denied due to a lack of sufficient knowledge, information, and/or belief.

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9. Admitted. 10. Denied due to a lack of sufficient knowledge, information, and/or belief. 11. Denied due to a lack of sufficient knowledge, information, and/or belief. 12. Denied due to a lack of sufficient knowledge, information, and/or belief. 13. Denied due to a lack of sufficient knowledge, information, and/or belief. 14. Denied due to a lack of sufficient knowledge, information, and/or belief. 15. Denied due to a lack of sufficient knowledge, information, and/or belief. 16. Denied due to a lack of sufficient knowledge, information, and/or belief. 17. Denied due to a lack of sufficient knowledge, information, and/or belief. 18. Denied due to a lack of sufficient knowledge, information, and/or belief. 19. Denied due to a lack of sufficient knowledge, information, and/or belief. 20. Denied due to a lack of sufficient knowledge, information, and/or belief. 21. Denied due to a lack of sufficient knowledge, information, and/or belief. 22. Denied. 23. Denied. 24. Denied. 25. Denied due to a lack of sufficient knowledge, information, and/or belief. 26. Denied due to a lack of sufficient knowledge, information, and/or belief. 27. Denied. 28. Denied. 29. Denied with respect to payment of premium; admitted with respect to fact that no policy was ever issued. 30. Denied due to a lack of sufficient knowledge, information, and/or belief.

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31. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 32. Denied due to a lack of sufficient knowledge, information, and/or belief. 33. Denied due to a lack of sufficient knowledge, information, and/or belief. 34. Denied due to a lack of sufficient knowledge, information, and/or belief. 35. Denied due to a lack of sufficient knowledge, information, and/or belief. 36. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 37. Denied due to a lack of sufficient knowledge, information, and/or belief. 38. Denied due to a lack of sufficient knowledge, information, and/or belief. 39. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 40. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 41. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 42. Denied due to a lack of sufficient knowledge, information, and/or belief. 43. Denied due to a lack of sufficient knowledge, information, and/or belief. 44. Denied due to a lack of sufficient knowledge, information, and/or belief. 45. Denied due to a lack of sufficient knowledge, information, and/or belief. 46. Denied due to a lack of sufficient knowledge, information, and/or belief.

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47. Denied due to a lack of sufficient knowledge, information, and/or belief. 48. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 49. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 50. Denied due to a lack of sufficient knowledge, information, and/or belief. 51. Denied due to a lack of sufficient knowledge, information, and/or belief. 52. Denied due to a lack of sufficient knowledge, information, and/or belief. 53. Denied due to a lack of sufficient knowledge, information, and/or belief. 54. Denied due to a lack of sufficient knowledge, information, and/or belief. 55. Denied due to a lack of sufficient knowledge, information, and/or belief. 56. Denied due to a lack of sufficient knowledge, information, and/or belief. 57. Denied due to a lack of sufficient knowledge, information, and/or belief. 58. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 59. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 60. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 61. These allegations purport to summarize a written exhibit which is attached to plaintiff's complaint, which speaks for itself, and of which strict proof is

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demanded. To the extent plaintiff has misconstrued or mischaracterized said exhibit in any way, those allegations are denied. 62. Denied due to a lack of sufficient knowledge, information, and/or belief. 63. Denied due to a lack of sufficient knowledge, information, and/or belief. 64. Denied due to a lack of sufficient knowledge, information, and/or belief. 65. Denied due to a lack of sufficient knowledge, information, and/or belief. 66. Denied due to a lack of sufficient knowledge, information, and/or belief. 67. Denied due to a lack of sufficient knowledge, information, and/or belief. 68. Denied due to a lack of sufficient knowledge, information, and/or belief. 69. Denied due to a lack of sufficient knowledge, information, and/or belief. 70. Denied due to a lack of sufficient knowledge, information, and/or belief. 71. Denied due to a lack of sufficient knowledge, information, and/or belief. 72. Denied due to a lack of sufficient knowledge, information, and/or belief. 73. Denied due to a lack of sufficient knowledge, information, and/or belief. 74. Denied due to a lack of sufficient knowledge, information, and/or belief. 75. Denied due to a lack of sufficient knowledge, information, and/or belief. 76. Denied due to a lack of sufficient knowledge, information, and/or belief. 77. Denied due to a lack of sufficient knowledge, information, and/or belief. 78. Denied due to a lack of sufficient knowledge, information, and/or belief. 79. Denied due to a lack of sufficient knowledge, information, and/or belief. 80. Admitted with respect to fact that no policy was issued; all remaining allegations denied. 81. Admitted with respect to fact that no policy was ever issued; all remaining allegations denied due to insufficient, knowledge, information, and belief.

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82. Admitted with respect to the fact that the referenced written demand was made; all remaining allegations denied. 83. Admitted. 84. Admitted with respect to the fact that the referenced correspondence was made; all remaining allegations denied. 85. Admitted. 86. Denied. 87. Denied. COUNT I Count I does not contain any allegations directed to Chicago Title. Chicago Title therefore makes no response to the allegations contained in Count I. To the extent any of the allegations contained in Count I are herein after construed as having been asserted against Chicago Title, they are denied. COUNT II Count II does not contain any allegations directed to Chicago Title. Chicago Title therefore makes no response to the allegations contained in Count II. To the extent any of the allegations contained in Count II are herein after construed as having been asserted against Chicago Title, they are denied. COUNT III Count III does not contain any allegations directed to Chicago Title. Chicago Title therefore makes no response to the allegations contained in Count III. To the extent any of the allegations contained in Count III are herein after construed as having been asserted against Chicago Title, they are denied.

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COUNT IV 117. All previous responses are adopted and incorporated herein by reference. 118. Denied. 119. Denied. 120. Admitted with respect to fact that Chicago Title contends that no policy was issued; denied as to all remaining allegations. 121. Denied. 122. Denied. 123. Denied. 124. Denied. 125. Denied. 126. Denied. 127. Denied. COUNT V 128. All previous responses are adopted and incorporated herein by reference. 129. Denied. 130. Denied. 131. Denied with respect to allegation that a policy was in force and effect at any time. All remaining allegations denied due to insufficient knowledge, information, and/or belief. 132. Denied due to a lack of sufficient knowledge, information, and/or belief. 133. Admitted. 134. Admitted with respect to denial of coverage; all remaining allegations denied. 135. Denied. 136. Denied.

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137. Denied. 138. Denied. COUNT VI 139. All previous responses are adopted and incorporated herein by reference. 140. Denied. 141. Denied due to a lack of sufficient knowledge, information, and/or belief. AFFIRMATIVE DEFENSES CTIC hereby asserts the following affirmative defenses, together or in the alternative, to the claims set forth in plaintiff's Complaint: 1. Counts IV, V, and VI of plaintiffs Complaint are barred due to the indefiniteness of the contract for which plaintiff seeks a declaratory judgment, money damages for breach of contract, and statutory damages for vexatious refusal. 2. Count VI of plaintiffs Complaint is barred due to plaintiffs lack of standing to claim relief under Missouris vexatious refusal statute, which by its own terms only applies to claims on any contract of insurance issued or delivered in this state to a resident of this state . . . See R.S.Mo. Section 375.296. 3. Counts IV, V, and VI of plaintiffs Complaint are barred by equitable estoppels. 3. To the extent a contract is herein deemed to have been formed between plaintiff and CTIC, CTIC's non-performance is excused by and plaintiffs recovery under Counts IV, V, and VI of its Complaint are barred due to a mistake of fact. 4. To the extent a contract is herein deemed to have been formed between plaintiff and CTIC, CTIC's non-performance is excused by - and Counts IV, V, and VI of plaintiffs Complaint are barred by virtue of - the fact that, upon information and

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belief, Tri-Lakes Title Insurance Company, Inc. lacked the capacity and authority to enter into said contract on behalf of CTIC. 5. Plaintiffs recovery under Counts IV, V, and VI of its Complaint is barred by virtue of the fact that it has not incurred a loss which would be compensable if said contract had ever been issued. 6. CTIC reserves the right to assert additional affirmatives upon discovery of facts relating to or evidencing the same. WHEREFORE, having fully answered plaintiff City of Branson, Missouris Complaint, and having further asserted Affirmative Defenses to the same, defendant Chicago Title Insurance Company prays this Court for its entry of an Order dismissing said Complaint with prejudice, awarding said defendant its costs and fees incurred herein, and awarding such other and further relief this Court deems just and proper under the premises. Respectfully submitted, MARTIN, LEIGH, LAWS & FRITZLEN, P.C.

/s/ Shawn T. Briner______________________ Shawn T. Briner, #47286MO 16305 Swingley Ridge Rd., Ste. 350 Chesterfield, MO 63017 Telephone: (636) 534-7600 Facsimile: (636) 534-5520 stb@mllfpc.com ATTORNEYS FOR CERTAIN DEFENDANTS

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CERTIFICATE OF SERVICE The undersigned certifies that a true and complete copy of the foregoing was served on the 14th day of September, 2012 via the Courts ECF system upon all counsel of record. /s/ Shawn T. Briner______________________

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