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PODCAST OPENER
Welcome to the Inside Insight podcast presented by CR Solutions. At Consolidated Risk Solutions, we are taking our expert knowledge of the insurance world and using it to innovate the industry using technology, groundbreaking thinking and a personal touch. Join us as we talk to masterminds both inside and outside of CR Solutions about how the world of insurance is changing, and how we can be sure to grow along with it. If you have to manage insurance in your work, then you can benefit from the interviews, conversations and insights we’ll be exploring to elevate your business’s success.
INTRO (00:42 – 03:38)
Trevor Casey: Welcome back to another episode of Inside Insight.
Beau Lunceford: We are here and I’m excited about today.
Trevor Casey: I’m super excited as well. We have Bradford Barron from Conner Strong & Buckelew.
Beau Lunceford: Brad was in our office for a two days. And we learn a lot from having him here with us. It was great. I’m so excited that the two of y’all got to sit down and talk about some of the in depth stuff that we’re going to get to here today.
Trevor Casey: Absolutely. And for our listeners, Brad for a while was in the office actually gave us a presentation on insurance and legals of insurance and contracts. So I took some notes, and I started writing down some questions. And this is kind of a high level overview of what we talked about is or what he had talked about super, super unique, though and super fun.
Beau Lunceford: It was really interesting, especially from a perspective of all of our clients do with contracts on a really regular basis. Like, there’s something they’re doing all the time signing stuff, rewriting things, and making sure that all the language is correct. So, Bard, was walking us through all of those ins and outs of what we should watch for and why all this stuff is so important, really opened our eyes to be able to see the effect that this language has and that it has on some of our clients.
Trevor Casey: Exactly. And, like you said, we see contracts every day and we’re not lawyers. I have a Chris designation, but I can’t read a contract about it. What I have to say is what any Joe Schmo has to say, so really him breaking it down and showing us where a comma matters or where in period matters really was interesting to see and how important that stuff is. Before joining Conner Strong & Buckelew, Brad was an attorney at the insurance practice group Drinker Biddle & Reath LLP. They’re an am law 100 Law Firm. While he was there, he represented policyholders and insurance on a variety of coverage issues across a number of different insurance products. These included technology, errors and omissions, general liability and even property in life. So you could say he’s kind of seen it all. His clients include some of the world’s largest software and financial companies. While he was at DVR LLP, Barron represent his clients in arbitration, litigation, and even mediation, so he practice both in federal and state courts, as well as federal and state courts of appeal. Further, Barron, was one of the attorneys responsible for procuring his firm’s insurance program. Thus, he not only understands the insurance process at Conner Strong & Buckelew from their perspective, but he also understands perspective of a policyholder as well as consumer.
Beau Lunceford: And I’m excited, I’m not gonna keep us waiting any longer. Let’s dive into this conversation that you had with Bradford Baron from Connor Strong and Buckelew.
Trevor Casey: Here we go.
Interview (03:42 – 21:31)
Trevor Casey: Welcome back to the Inside Insight podcast. We have our special guest today, Brad Baron from Conner Strong & Buckelew. Welcome, Brad.
Bradford Barron: Thanks. Great to be here.
Trevor Casey: So how long have you been with Conner Strong & Buckelew?
Bradford Barron: Probably too long. But I’ve been there. Just over six and a half years, I joined from a large law firm in Philadelphia, where I did Insurance Law.
Trevor Casey: Awesome. So what led you to insurance law since you started in, and kind of went into full blown Insurance Law?
Bradford Barron: Well, I think like anyone as a young boy, I grew up just really wanting to be an insurance, it’s really cool. So many great TV characters on insurance and that sort of thing. I think a lot of people I probably fell into it more than anything sort of first job out of law school was working in insurance practice group and for a lot of folks, you started to gain knowledge and expertise and you just keep going deeper and deeper into something. And for those who know me, I’ve told them that my background into full blown insurance was from that practice group where I handle techie and other products. I was responsible for the firm’s insurance policies working with our broker, so I got a better understanding of what else was going on out there from EPA ally work comp auto. And then eventually, when I decided that I was tired of the billable hours, as so many lawyers are, I found my way to an insurance brokerage, where a lot of people think all we do is insurance. But really what we’re helping our clients with is risk management, just like CRS is helping its clients with risk management by making sure their CIP programs are administered properly. And even though I work for an insurance brokerage, I do a lot of other things other than just insurance. I know one of the things that a lot of folks are interested in is sort of contracts, indemnification is huge for everyone, both the party that’s hiring and the party that’s being hired. So I think a lot of our clients when you think about them out on the jobsite, whether they’re a subcontractor, general contractor, the owner, a big part of their risk transfer strategy isn’t just, “Do I have the right insurance? Does someone else have the right insurance? What if the insurance isn’t there or what if there’s an exclusion somehow or there’s some problems with insurance? Is there a way for me to go directly to that party?” And that’s where indemnification comes in. And I know that a lot of our mutual clients, that’s a huge part of what they do. And trying to get that language exactly right can really be important because nobody wants to go through a court process, hiring lawyers, taking a bunch of time to get a resolution, or you can have something good in a contract that makes it clear who’s responsible and who’s going to pay that just provides clarity to everyone. It’s more efficient. It’s more cost effective. . And I think people, at the end of the day feel better about knowing how that’s going to come out.
Trevor Casey: So really just high level, you’re saying that the contract is so important, because it shows who’s going to be indemnified and why.
Bradford Barron: Exactly. You see a lot of these indemnification provisions, they will hopefully be clear about. Number one, who’s being indemnified? Who’s the party that’s actually going to receive money, if something bad happens, or someone makes a claim against them? They’re going to make it clear about who is responsible for paying that amount of money. It’s my vendor, the person on the job site, usually the party that caused it, and that’s also going to talk about under what circumstances are they going to be liable to pay me? So is it a circumstance where they themselves caused the problem? Is it a circumstance where they contributed to causing the problem? And I think that’s really important to think about, especially for our contractor clients is, where it’s solely your responsibility, that’s a pretty narrow set of circumstances. Where I’m going to indemnify you where my guy or my company caused the problem, where we start seeing some expansion that can really cause people a lot is, “I’m going to indemnify you where I was part of the problem.” So maybe you were the other part or someone else. But if I agreed indemnify for that now, I’m on the hook for the whole kit and caboodle, even though I may have only been 20% at fault. So that’s where we really try to educate our clients. Make sure they understand the critical nature of that wording, because it can actually be far more expansive than you otherwise would think nobody wants to write a bigger check than they otherwise have to.
Trevor Casey: Absolutely. And I believe we’ve talked about this before, but there’s different types of indemnification. What are the specifics of that?
Bradford Barron: Sure. So most people would think of indemnification three forms. Limited, which is I’m only going to indemnify you for the things where I am the only person who was negligent or did something wrong. So sole negligence is all on me. Intermediate form, you see that sometimes to where I am responsible in whole, or in part, the impart piece being the key there, like I’m partly responsible, which therefore means someone else is partly responsible. But if I agree to indemnify or that situation, I’m agreeing to pay 100 cents on the dollar, even though I may only have 20% of the blame. And last but not least, is the one that we hope none of our clients ever sign is what’s referred to as Broad form, which is if you’re the indemnity, the person who’s receiving it, that’s great. Because the indemnity or the person who’s owing the money, they’re responsible, even if they’re not at fault at all, just by them being there on site, whatever. Now, most states have an anti-indemnification statute. They don’t permit broad form and construction contracts. But it can be out there in other situations. And it’s just important that folks know, those three different types are out there and what to look for and be careful of when they see that indemnification language.
Trevor Casey: So just curious, is there a way like multiple levels of indemnification, can be written into multiple contract layers or is you see one go all the way through? How does that typically work?
Bradford Barron: So you can see it all different ways. It’s really up to how well the GC is writing its contractual requirements with its subs and doesn’t require each of its subs to then push down in the exact same way to the each sub tier, the same language. So it can be a checkerboard sometimes where indemnification provisions don’t really follow and match. And that’s where you can run into a lot of problems. Just like you can run into the same situation on additional insured status where I’m sure you’ve seen where it’s not being tracked well, especially if they’re outside of a CIP program where it’s not all being used together, you can find out that where you thought additional insurance has been granted, it may not because it’s not the same AI endorsements or coverage throughout the tower.
Trevor Casey: Interesting. Earlier you briefly talked about contracts, and we’re talking about contract law. So the contract is that’s mostly where the indemnification is coming from. So that’s why that contract is so important and making sure that it’s written correctly for the scope of work that you’re doing?
Bradford Barron: Exactly. So we’re relying on that contract for a bunch of things. Number one, have we properly delineated? Who’s responsible for what? What am I doing and how much am reading paid for it? Number two, we’re going to need that indemnification provision in there, we’re going to need additional insured language in their motion that most additional insured status is granted by way of a written contract. So that’s why we have to make sure we have a written contract, granting AI status to the parties that believe they’re getting it. Without that written contract, AI status is a really cool endorsement that someone has on a policy, but it’s never going to get triggered.
Trevor Casey: So you speak of AI, made me think of some of that. So we see a lot in here is where a company is either acquired by another company, or they just changed the way their company is structured from LLC to a corporation or what have you. How does that affect that at all?
Bradford Barron: Good question. LLC to incorporated or even a different name that is a new legal entity. And so therefore, a contract signed with one is not a contract signed with its successor. So that’s where you have to be really careful is making certain that your contracts are is up to date with who your actual Counterparty is at that moment, you don’t leave things to chance. We’ve seen situations where there’s a gap, where the form of entity number one changes, and in between, they don’t sign a contract right away, something happens in the middle and now there’s a big problem. And because there actually is no contract with the entity at the time of the issue. So AI status is out the window, the modification may be out the window. So lots of issues there, and it’s hard. That’s why it’s important to have those folks that can help administer different policies and different programs, because it’d be really hard to track these things and keep them all straight.
Trevor Casey: Definitely. And this may be more a little bit more for us. But in the case that they do change, and we miss that change from an INC to an LLC, or vice versa. Where does that liability come in? Let’s say that, ABC contractor changes to ABC contracting incorporated, and Billy Bob falls off the scaffolding in that short time between the changes, where does that fall?
Bradford Barron: Unfortunately, that’s going to fall on the GC. Let’s say that the sub is the entity that went through the changes, the GC thought that it had AI status, and then indemnification would have you. Without that contract, there’s no ability to have that contractual risk transfer. So now we’re back into sort of what I would call common law risk transfer. So number one, if we want to, we’re going to have to file a court action, that’s going to be expensive. It takes time, nobody wants to do that. Number two, I’ll have to fall back to my own policy, I’ll have to get coverage from my own carrier. Nobody wants to put a loss on their own last run where they don’t have to. So those are all things to think about and things, “Why it’s so important to kind of keep on top of that, even though it may not be super sexy, and something that people think about doing when they’re getting off early, I can’t wait to track down who’s changed their legal form today.”
Trevor Casey: Definitely. That’s funny. So I just kind of want to shift a little bit and talking about more specific to what we do. So we’d handle a lot of data, whether it’s payroll data, insurance calculations, just all across for the last few years, 20 years, however long. Why does data usage matter? What is tracking that data matter? What is having a contract about the usage of that data? I know I’m throwing a lot of questions at you right now. Really just why is data usage at all matter especially for us?
Bradford Barron: I think number one, data usage as a topic, we have differences coming out with different privacy regulations, Virginia, Colorado and California. We got the GDPR. So all regulating different types of data. For the most part, it’s regulating personal information, an individual’s name, address, date of birth, social, those sort of things are things that can be used to identify a person. While we may not be dealing in that sort of data, CRS may not be dealing in that sort of data, I think it’s increased the awareness of a lot of folks to data, even if it doesn’t include those PII or PHI type of things. So when we talk about data, it’s a lot of payroll tracking things that are job specific. I know that for CRS, it’s really important to know where the contractors are, where they’re located, what their FEIN’s are, information like that helps identify and allow them to provide their services. And one of the things that CRS is doing that I think is really important and helpful is they’re making certain that all the different elements on the job site understand where they stand visa vie insurance, and tracking and all that. And that can only be done with sharing that information among the participants on the job. It doesn’t do you any good. If only a few people can see if they’re complying or not, or that the GC can’t see that the subs are doing stuff, or they’re not doing stuff, really everyone has to have a view in order to determine that they’re properly covered and understand where they are not covered. If for somehow they’ve been excluded, or something has been terminated. So one of the things that we want to make certain is our clients understand, and CRS clients understand how the data is being used, and how it’s going to be used for their benefit to provide the services, make sure people share. And I know one of the things that CRS does, or can do for certain clients as identify based on past history, give folks at least a historical view of what costs might be, what payroll might be. And that’s really benefiting everyone by being able to de-identify and aggregate that data from other clients and using a very large data set that at least gives folks a historical idea. Historically, it’s going to cost you ‘X’ or percentage is going to be why and I think some of the CRS clients really find that valuable.
Trevor Casey: So talk about historical data. If I was to create, let’s say, a pro forma for somebody off of historical data, and I sent it out, how did they use that data and say, this is probably pretty true, or what’s my liability along that? I’m sorry, from asking that question correctly.
Bradford Barron: I think number one, CRS does a good job of letting people know, like you hear about investment opportunities, past performance is no indicator of future returns sort of look, we’re giving you historical data, we don’t know what the future might hold, just like no one can tell you if the stock market is gonna go up or down. Just like people can’t tell you premiums are gonna go up or down on a certain insurance product, cyber property, GO, what have you. Especially in the course of a year, a lot can change. So I think as long as our clients know that, which I think they do, and they understand that that data is part of the picture that they use to help determine what their pricing is, how they’re going to handle that project, or run it on their end. And they understand that it’s just one piece of the puzzle.
Trevor Casey: So as a lawyer, let’s say, I’m ABC contractor, and I write a contract with CR Solutions, and I’m offering to give them that data, what would you say CR Solutions liability is with that data to now “Own it or have access to it?”
Bradford Barron: I think when we provide data, or anyone provides data, and de-identified aggregated format with the proper caveats, there’s very little exposure there. Because the client understands that it’s historical. We can’t guarantee what’s going to happen, we have no control over what’s going to happen. No one does. So I think in that regard, as long as everyone understands the playing field along with replaying, it shouldn’t be an issue.
Trevor Casey: Awesome. I just run into that question sometimes. And I just curious, what’s a good smooth way to answer? I really appreciate the time, I know that you’ve got a lot going on. You’re in here. Everybody’s kind of trying to steal a little bit of time from me. So I appreciate you taking 15 minutes to chat with me. Before we go, is there anything else you want to share with our listeners?
Bradford Barron: Like, maybe I’ll give them some insider information about yours truly. So, for those who are truly bored about learning more about me, big Chicago Cubs baseball fan. I grew up in the great state of Illinois. Born and raised in Peoria. And then spent some time in outside of Philadelphia growing up as well, but I’m still a Chicago sports fan at heart although the winters there are too brutal for me to live there. So, currently outside of Philly,
Trevor Casey: So where did you go to school?
Bradford Barron: I went to Boston College undergrad and Villanova for law school.
Trevor Casey: Very cool. So are you a Villanova fan then or…?
Bradford Barron: I follow the team, but like most folks who have gone to grad school, it’s your undergrad that really holds your hearts. I follow Boston College as mediocre as they are right now in mini sports, which is always disheartening. Because when I was there, I don’t know if it was the heyday, but they were very good. They were back on the biggies. They had a good football team, good basketball team, all that sort of stuff, good hockey team.
Trevor Casey: So I’m a Notre Dame fan. So Boston College for a long time was a big rival.
Bradford Barron: We’ll make mistakes when we go to college.
Trevor Casey: That’s it. And you’re married, right?
Bradford Barron: I am.
Trevor Casey: How long have you been married for?
Bradford Barron: 15 and a half years.
Trevor Casey: Awesome. Congratulations. Any children, pets?
Bradford Barron: I have three kids. No pets. Much to the chagrin of some of my kids. But I’ve got one kid who’s allergic to cats and dogs. So that kind of rules that out which is good for me. I don’t have to clean up any animals waste products around the yards.
Trevor Casey: You could get a horse or rabbit off there. That’s funny. I really appreciate the time. Thank you so much, again, for hopping on this with us. Have a safe flight home.
Bradford Barron: I appreciate it. Thank you.
Trevor Casey: Thank you.
OUTRO (21:35 – 23:17)
Trevor Casey: Man, was that a fun conversation.
Beau Lunceford: I like Brad is so much. He is just such a cool guy. And he’s so knowledgeable, too. He’s just intelligent. And he’s well-spoken. I just really enjoy getting to learn from the kinds of experiences that he’s had and the insights that he has.
Trevor Casey: Absolutely. And to be honest, you might have heard it a little bit, but he’s intimidating it how intelligent he is. Like, sitting in the sun. I’m trying to figure out what to ask. He’s answering these questions so fast. I can barely keep up.
Beau Lunceford: Wow. Just a very knowledgeable guy.
Trevor Casey: Absolutely. That man is an encyclopedia of insurance, let me tell you.
Beau Lunceford: Well, if you enjoyed this conversation that we had today, we encourage you to reach out to Brad, tell them how awesome it was. All of his contact information is in the show notes. So, feel free to reach out to him. Tell him how much you enjoyed hearing from him, what you learned from him. If you have any other questions or things that you want to hear on the podcast or from Brad specifically, feel free to reach out to us at info@c-r-solutions.com. And we will get that information up on the podcast hopefully, because we’re here to get you guys what you’re looking for. It’s not just to hear our own voices, surprisingly enough.
Trevor Casey: Absolutely. And, like you said, in the show notes there are going to be all of Brad’s LinkedIn information where you can connect with him. Feel free to reach out to him, connect with him. If you have any questions, send them our way. We’re happy to learn more alongside you about contracts, about the legality of insurance the way things operate. So, if you have specific questions, send them our way.
Beau Lunceford: Trevor, and I’s contact information and LinkedIn information is also in there as well. So feel free to reach out to us. We would be happy to connect with you.
Trevor Casey: Thank you everyone for showing up for another episode. And Until next time…
Beau & Trevor: Stay covered.
PODCAST CLOSER
Thanks for tuning in to Inside Insight presented by CR Solutions. If you like anything that you heard today, subscribe, follow and rate the show so that other industry pioneers like yourself can find it. Maybe even share it with someone you think might benefit from this episode. Do you have a question that you want answered or a concept that you need explain, you can email us at info@c-r-solutions.com with the subject line “Podcast Question”, and maybe your question, we’ll make it onto one of our episodes. You can also submit a question via our website at c-r-solutions.com/podcast. There are no dumb questions, only opportunities to learn something new. Now that’s a wrap on this episode. Join us next time on Inside Insight presented by CR Solutions. Stay covered.
