SUPERIOR COURT OF NEW JERSEY
                                       APPELLATE DIVISION
                                       DOCKET NO. A-0689-13T3
              Argued May 14, 2014 – Decided July 15, 2014
              Before Judges Sapp-Peterson and Hoffman.
              On appeal from Superior Court of New Jersey,
              Law Division, Middlesex County, Docket No.
              Kenneth W. Thomas argued the cause for
              appellants (Lanza & Lanza, LLP, attorneys;
              Mr. Thomas, on the brief).
              Timothy G. Hourican argued the cause for
              respondents (Brown Gavalas & Fromm, LLP,
              attorneys; Robert J. Brown, of counsel and
                on the        brief;    Patrick        R.    O'Mea,     on     the
        In     this    declaratory       judgment          action,     defendants       Flight
    Light,     Inc.    (Flight     Light)       and    Traffic        Safety       Corporation
    (Traffic     Safety)1     appeal     from        Law    Division     orders       granting
    summary    judgment     to    plaintiff      Catlin       Insurance       Company,      Inc.
    (Catlin),    and    denying     reconsideration.              In    granting       summary
    judgment, the judge determined the insurance policies issued by
    Catlin did not require it to defend or indemnify defendants in
    an underlying personal injury action.                        For the reasons that
    follow, we affirm.
        This     matter       arises     from    an        accident    that     occurred       on
    December    7,    2009,      when   an   automobile         struck       and     injured    a
    pedestrian as he crossed a public roadway in the Borough of
    Metuchen (Metuchen).           The pedestrian filed a complaint seeking
    damages     against        various       defendants,          including          Metuchen,
    asserting his injuries were caused, in part, by a malfunctioning
    1 We refer to Flight Light and Traffic Safety collectively as
    defendants but refer to them separately when discussing the
    parties to the insurance contract. Additionally, Traffic Safety
    is a wholly owned subsidiary of Flight Light.
                                                2                                      A-0689-13T3
    in-pavement crosswalk warning system (System)2 located at the
    intersection where the accident occurred.                     The complaint alleged
    the System had failed to operate properly prior to the accident,
    and     was   not     repaired,     thus       creating       a   dangerous       roadway
    condition      when     the     System     failed       to    alert      motorists        to
    pedestrians crossing the roadway.                    On March 19, 2012, Metuchen
    filed    a    third-party      complaint       against    Traffic      Safety     as    the
    manufacturer,         seller     and/or     distributor           of   the    allegedly
    defective        System,         seeking        contribution,            common         law
    indemnification, and contractual indemnification for the claims
    brought by the pedestrian in the underlying action.
          Upon      receipt        of    Metuchen's          third-party         complaint,
    defendants       notified        Catlin        and     demanded         coverage        and
    indemnification for the claim.                 Catlin had issued two insurance
    policies to Flight Light for the policy period beginning on
    August 21, 2009 and ending on August 21, 2010: an "Aviation
    Products      Liability    Policy"       (Aviation      Products       Policy),     and    a
    "Commercial      General       Liability    Aviation         Insurance    Policy       (CGL
    Aviation Policy).             The policies were issued through Catlin's
    agent, W. Brown & Associates Insurance Services.
          On April 23, 2012, Catlin issued a reservation of rights
    letter to Flight Light advising that the claims asserted against
    2 The System consists of flashing lights embedded in a crosswalk
    and pedestrian activation control stanchions.
                                               3                                      A-0689-13T3
    Flight Light in the underlying lawsuit may not be covered under
    the    Aviation       Products     Policy   as    its   "investigation        and    the
    allegations in the complaint and third-party complaint indicate
    that    this     particular        application    did   not       involve    aircraft,
    airports, heliports, or aviation."                Nevertheless, Catlin advised
    that it would "provide a defense to defendants, . . . reserving
    all of its rights to seek a determination of coverage under all
    of the provisions in the policy contract."
           On July 3, 2012, Catlin filed a declaratory judgment action
    seeking     a    determination       that   defendants      are    not   entitled     to
    insurance coverage under either of the two policies issued to
    Flight      Light     for    the     third-party    claims        asserted    in     the
    underlying action.           Defendants filed an answer and counterclaim
    seeking a declaration of coverage for the underlying action.
           The Aviation Products Policy, which only names Flight Light
    as     an   insured,        includes    "any     partner,     executive      officer,
    employee, director or stockholder thereof, while acting within
    the scope of his duty as such" within the definition of insured;
    notably, this definition does not include separate companies or
    affiliates       of   the    named     insured.     The     contractual      language
    states the policy only covers claims arising from the handling
    or    use   of    Flight     Light's    aircraft    products,        items    used    in
    connection with an aircraft.
                                                4                                 A-0689-13T3
           This specific policy insures bodily injury arising out of a
    "Products Hazard," which is defined as the "handling or use of
    (other than by an Insured) or the existence of any condition in
    an    aircraft   when     such    aircraft      product . . . is     not    in    the
    possession of the Insured, and . . . is away from the premises
    owned,    rented     or    controlled      by    the   Insured."       "Aircraft
    Products" are defined as:
                aircraft (including missiles or spacecraft
                and any ground support or control equipment
                used therewith), or any article furnished by
                the Insured and installed in aircraft or
                used in connection with aircraft or for
                spare parts for aircraft or tooling used for
                the manufacture thereof, including ground
                handling tools and equipment and also means
                training    aids,    instructions,    manuals,
                blueprints,   engineering   or   other   data,
                and/or any article in respect of which
                engineering or other advice and/or services
                and/or labor have been given or supplied by
                the Insured relating to any aircraft or
                aircraft article.
    The   Aviation     Products      Policy   also    includes    a   merger    clause,
    stating the written terms of the policy contain the parties'
    entire   agreement:       "By    acceptance     of   this   policy   the    Insured
    agrees    that     the    statements      in     the   Declarations        are    his
    agreements and representations, that this policy is issued in
    reliance upon the truth of such representations and that this
    policy embodies all agreements existing directly between himself
    and the Company relating to this insurance."
                                              5                                 A-0689-13T3
          The CGL Aviation Insurance Policy provides coverage only
    for   bodily      injury    resulting           from    the    insured's        "aviation
    operations,"      which    are   operations            relating   to     the    insured's
    aviation activities.          Specifically, this policy states Catlin
    "will pay those sums that the Insured becomes legally obligated
    to pay as damages because of bodily injury . . . to which this
    insurance    applies       resulting      from     your       aviation    operations."
    Aviation operations are defined as "all operations arising from
    the   ownership,    maintenance        or   use        of   locations     for    aviation
    activities including that portion of the roads or other accesses
    that adjoin these locations.                Aviation operations include all
    operations necessary or incidental to aviation activities."
          The   CGL    Aviation      Policy     also       contains    a     merger    clause
    stating the policy contains the parties' entire agreement:
                This policy contains all the agreements
                between you and us concerning the insurance
                afforded.  The first Named Insured shown in
                the Declarations is authorized to make
                changes in the terms of this policy with our
                consent. This policy's terms can be amended
                or waived only by endorsement issued by the
                Aviation Managers and made a party of this
          On April 17, 2013, Kyle Owens, the principal of Flight
    Light and Traffic Safety testified during a video deposition
    that Flight Light manufactures and distributes airport lighting
    and Traffic Safety manufactures and distributes traffic safety
    lighting.      Owens      further   testified           neither   Flight        Light   nor
                                                6                                     A-0689-13T3
    Traffic Safety manufactured the crosswalk system involved in the
    underlying          litigation;          Traffic     Safety       manufactured       the
    controller and an entity other than Traffic Safety manufactured
    the fixtures used in the street.                     Additionally, he noted the
    lighting fixtures used in the crosswalk lighting system sold by
    Traffic      Safety    are    the    same    ones    used   by    Flight    Light     for
           In Flight Light's commercial insurance application dated
    June   30,    2009,     Flight      Light    was    the   only    listed    applicant,
    although Traffic Safety was listed as a subsidiary that uses
    Flight Light's employees.                Traffic Safety was further identified
    as a company in which Flight Light had controlling stock, which
    provides      "products      for    crosswalks       at   universities      and     other
    commercial buildings."
           After limited discovery, Catlin moved for summary judgment.
    Following oral argument, Judge Joseph L. Rea granted the motion,
    rejecting defendants' argument that Catlin's policies provided
    coverage      for     the    underlying       claim.        The   judge     found    "no
    ambiguity at all" in the language of either policy and otherwise
    found no basis for coverage.
           Judge    Rea     noted      the    Aviation     Products    Policy    expressly
    states coverage applies only to aircraft products and found the
    plain language to require Catlin to insure only claims caused by
                                                 7                                A-0689-13T3
    an occurrence "arising out of the product's hazard."                       The court
                         What's a product hazard? It means the
                    handling or use other than by the insured or
                    the existence of any condition is an
                    aircraft product when such aircraft product
                    is not in the possession of insured or is
                    away   from   premises   owned,  rented   or
                    controlled by the insured.
                         Then we get into what's an aircraft
                    product. . . . [I]t tells you . . . [we
                    are] going to cover this product under a
                    certain type of occurrence.    It has to be
                    . . . an occurrence related to an aircraft
                    product, that's clear on the face of it.
    The     court    noted   the   aircraft        product    "has   to   be    used    in
    connection with [an] aircraft in order to qualify as an aircraft
    product" under the plain language of the policy.
            Noting both policies apply to aviation operations, Judge
    Rea concluded the underlying action did not involve aviation
    operations because aviation operations are "operations necessary
    or incidental to aviation activities . . . [like] runways, not
    crosswalks."        Accordingly, Judge Rea granted plaintiff's motion,
    finding Catlin "not obligated to defend or indemnify defendants
    .   .   .   with    respect    to   any   of    the   claims     asserted    in    the
    (underlying)        action."         Defendants          filed   a    motion       for
    reconsideration, which the court denied.                 This appeal followed.
                                              8                                 A-0689-13T3
           In an appeal from the grant of summary judgment, we review
    the decision de novo, Heyert v. Taddese, 
    431 N.J. Super. 388
    411    (App.     Div.   2013),   and   utilize          "'the    same    standard      [of
    review] that governs the trial court.'"                       Mem'l Props., LLC v.
    Zurich Am. Ins. Co., 
    210 N.J. 512
    , 524 (2012) (alteration in
    original) (quoting Henry v. N.J. Dep't of Human Servs., 
    204 N.J. 320
    , 330 (2010)).            Thus, the evidence must be viewed "in the
    light    most     favorable    to    the   non-moving           party"   and    must    be
    analyzed to determine "whether the moving party was entitled to
    judgment as a matter of law."              Ibid. (citing Brill v. Guardian
    Life Ins. Co. of Am., 
    142 N.J. 520
    , 523 (1995)).
           Further,     contract     interpretation          is     "ordinarily     a   legal
    question for the court and may be decided on summary judgment
    unless there is uncertainty, ambiguity or the need for parol
    evidence    in    aid   of    interpretation. . . ."               Celanese     Ltd.    v.
    Essex Cnty. Improvement Auth., 
    404 N.J. Super. 514
    , 528 (App.
    Div.    2009)    (citation     and   internal          quotation    marks      omitted).
    Accordingly, the court interprets the terms of a contract, as a
    matter of law, "unless the meaning is both unclear and dependent
    on     conflicting      testimony."            Ibid.     (citation       and    internal
    quotation marks omitted).
           Contracts are read as a whole "'in a fair and common sense
    manner.'"        Porreca v. City of Millville, 
    419 N.J. Super. 212
    233 (App. Div. 2011) (quoting Hardy ex. rel. Dowdell v. Abdul-
                                               9                                    A-0689-13T3
    198 N.J. 95
    , 103 (2009)).            As such, "[a] contract should
    not be interpreted to render           one of its terms meaningless."
    Ibid.   (citation   and    internal    quotation      marks   omitted).     The
    interpretation of contract terms is "decided by the court as a
    matter of law unless the meaning is both unclear and dependent
    on conflicting testimony."           Bosshard v. Hackensack Univ. Med.
    345 N.J. Super. 78
    , 92 (App. Div. 2001).
        Insurance contracts are considered "contracts of adhesion,
    [and]   such    policies       are    subject    to     special    rules     of
    interpretation."     Longobardi v. Chubb Ins. Co., 
    121 N.J. 530
    537 (1990) (citing Meier v. New Jersey Life Ins. Co., 
    101 N.J. 597
    , 611 (1986).          We   will often    construe insurance policies
    liberally in favor of the insured so "that coverage is afforded
    'to the full extent that any fair interpretation will allow.'"
    Ibid. (quoting Kievit v. Loyal Protective Life Ins. Co., 
    34 N.J. 475
    , 482 (1961)).         Nevertheless, "[a]n insurance policy is a
    contract that will be enforced as written when its terms are
    clear in order that the expectations of the parties will be
    fulfilled."    Flomerfelt v. Cardiello, 
    202 N.J. 432
    , 441 (2010);
    see also Zurich, supra, 210 N.J. at 525 (holding that generally,
    an insurance policy should be interpreted in accordance with the
    plain and ordinary meaning of its terms).                Therefore, a court
    must first decide if an ambiguity exists.
                                          10                              A-0689-13T3
        Ambiguity     in   a   contract    exists     "'if    the   terms   of    the
    contract are susceptible to at least two reasonable alternative
    interpretations. . . .      To determine the meaning of the terms of
    an agreement by the objective manifestations of the parties'
    intent, the terms of the contract must be given their 'plain and
    ordinary meaning.'"        Nester v. O'Donnell, 
    301 N.J. Super. 198
    210 (App. Div. 1997) (alteration in original) (quoting Kaufman
    v. Provident Life and Cas. Ins. Co., 
    828 F. Supp. 275
    , 283
    (D.N.J. l992), aff'd, 
    993 F.2d 877
     (3d Cir. 1993)).                 Therefore,
    in "interpreting a contract, a court must try to ascertain the
    intention of the parties as revealed by the language used, the
    situation of the parties, the attendant circumstances, and the
    objects the parties were striving to attain."                   Celanese Ltd.,
    supra, 404 N.J. Super. at 528.         Indeed, the court should examine
    the document as a whole but, importantly, the "'court should not
    torture   the   language    of   [a   contract]    to    create   ambiguity.'"
    Nester, supra, 301 N.J. Super. at 210 (alteration in original)
    (quoting Stiefel v. Bayly, Martin & Fay, Inc., 
    242 N.J. Super. 643
    , 651 (App. Div. 1990)).
        It is only where a contract's language is ambiguous that a
    court may rely upon extrinsic or parol evidence to determine the
    intent of the parties; where the language of the contract is
    clear, extrinsic evidence may not be considered.                  Chubb Custom
    Ins. Co. v. Prudential Ins. Co. of Am., 
    195 N.J. 231
    , 238 (2008)
                                          11                                A-0689-13T3
    ("If the language is clear, that is the end of the inquiry.");
    see also Schor v. FMS Financial Corp., 
    357 N.J. Super. 185
    , 191
    (App. Div. 2002) (holding if language in the contract is "not
    free from doubt as to its meaning, the party is permitted to
    introduce     proof      of        extrinsic        circumstances        bearing    on    the
    alleged proper interpretation of the language used").                              Further,
    the parol evidence rule "operates to prohibit the introduction
    of   oral    promises         to     alter     or     vary    an    integrated      written
    instrument."       Filmlife, Inc. v. Mal "Z" Ena, Inc., 251 N.J.
    Super. 570, 573 (App. Div. 1991).
         This tenant is especially true when the agreement itself
    contains an integration clause.                      Harker v. McKissock, 
    12 N.J. 310
    , 321-22 (1953) ("The essence of voluntary integration is the
    intentional reduction of the act to a single memorial; and where
    such is the case the law deems the writing to be the sole and
    indisputable      repository          of     the    intention       of   the   parties.").
    However, "when considering ambiguities and construing a policy,
    courts    cannot      'write        for     the     insured     a    better    policy      of
    insurance than the one purchased.'"                     Flomerfelt, supra, 202 N.J.
    at 441 (quoting Walker Rogge, Inc. v. Chelsea Title & Guar. Co.,
    116 N.J. 517
    , 529 (1989)); see also Progressive Cas. Ins. Co. v.
    166 N.J. 260
    ,        273     (2001)     (finding        "absence    of    an
    ambiguity in the language of an insurance policy, a court should
    not engage in a strained construction to support the imposition
                                                   12                                   A-0689-13T3
    of liability").        Finally, "the insured has the burden 'to bring
    the claim within the basic terms of the policy.'"                      S.T. Hudson
    Eng'rs, Inc. v. Pa. Nat'l Mut. Cas. Co., 
    388 N.J. Super. 592
    603 (App. Div. 2006) (quoting Reliance Ins. Co. v. Armstrong
    World Indus., Inc., 
    292 N.J. Super. 365
    , 377 (App. Div. 1996)),
    certif. denied, 
    189 N.J. 647
        Defendants         argue   they    are   entitled        to   coverage      under
    Catlin's    insurance     policies,     claiming      they    are   ambiguous     on
    their face.     We disagree.
        Because insurance policies should be enforced as written
    where contract terms are clear and unambiguous, and because we
    discern    no   room    for    interpretation,        we    conclude    Judge    Rea
    correctly   interpreted        the    language   of    the    Aviation    Products
    Policy as only covering aircraft-related products, and not the
    crosswalk lighting system at issue here.                   See Kampf v. Franklin
    Life Ins. Co., 
    33 N.J. 36
    , 43 (1960); B.D. v. Div. of Med.
    Assistance & Health Servs., 
    397 N.J. Super. 384
    , 391 (App. Div.
    2007); see also Great Atl. & Pac. Tea Co., Inc. v. Checchio, 
    335 N.J. Super. 495
    , 502 (App. Div. 2000) (Construction of a written
    contract normally presents a legal question, but where there is
    "uncertainty, ambiguity or the need for parol evidence in aid of
    interpretation, then the doubtful provision should be left to
    the jury.").
                                            13                                A-0689-13T3
           The   Aviation     Products    Policy    provides      Flight    Light     with
    coverage for bodily injury caused by a "product hazard" in its
    "aircraft products."        Based upon the definitions provided in the
    insurance policy, this plainly means plaintiff will defend and
    indemnify Flight Light for any claims of bodily injury arising
    from the handling or use of Flight Light's "aircraft products."
    Aircraft products are "any article(s) furnished by the Insured
    and    installed     in     aircraft     or     used     in      connection       with
    aircraft . . . ."       Therefore, according to the plain language of
    the policy, Catlin insured Flight Light for injuries arising
    from    aircraft    products    installed      on   an   aircraft       or   used      in
    connection with an aircraft.
           Here, the complaint in the underlying action described the
    System as a "pedestrian crossway lighting system consisting in
    part of flashing lights embedded in the subject crosswalks and
    pedestrian activation control stanchions."                The System cannot be
    considered     an   "aircraft    product"       within    the    meaning     of     the
    Aviation Products Policy because it is completely unrelated to
    an    aircraft.     Instead,    the    product      at   issue    was    used     in    a
    crosswalk on a borough street rather than in connection with an
    aircraft or aircraft application.
           Therefore,    inasmuch    as    the     product    giving    rise     to     the
    claims in the underlying action is not an "aircraft product,"
    the claims arising from this product are not covered by the
                                            14                                   A-0689-13T3
    Aviation Products Policy.                  Accepting defendants' interpretation
    of the policy would rewrite the policy to afford more coverage
    than originally intended.                  See Flomerfelt, supra, 202 N.J. at
           We   next       consider       defendants'      assertion      the     CGL      Aviation
    Policy      is    also    ambiguous.           While    defendants      have          failed    to
    articulate why we should find coverage under the CGL Aviation
    Policy, it is clear the terms of the CGL Aviation Policy are
    unambiguous         and   do    not     provide       coverage   for    the       underlying
    claim.             According          to       the     plain     language              of      the
    Coverages/Insuring Agreement section of the CGL Aviation Policy,
    Catlin will provide coverage for "bodily injury or property to
    which    this      insurance         applies    resulting      from    [Flight         Light's]
    aviation         operations[,]"        which     is    defined   as     "all      operations
    necessary or incidental to aviation activities," including "all
    operations arising from the ownership, maintenance, or use of
    locations        for    aviation       activities . . . ."            Thus,       the       policy
    clearly requires some connection between the underlying claim
    and    "aviation."           The     record     contains    no   evidence         of     such    a
           Here, the claims in the underlying action involve personal
    injuries         sustained      in    an   automobile      accident      at       a    downtown
    suburban crosswalk.             As such, there is no reasonable connection
    between      the       claims    in    the     underlying      action       and       "aviation
                                                    15                                      A-0689-13T3
    operations"        as     defined     in     the       policy        that   could       trigger
    coverage.     Therefore, based upon the unambiguous language of the
    CGL Aviation policy, it is clear the claims against defendants
    in the underlying action are not covered by the CGL Aviation
          Finally, we reject defendants' claim that Judge Rea erred
    by failing to consider probative, extrinsic evidence.                                   We note
    the   "distinction         between     the       use       of   evidence      of    extrinsic
    circumstances to illuminate the meaning of a written contract,
    which is proper, and the forbidden use of parol evidence to vary
    or contradict the acknowledged terms of an integrated contract."
    YA Global Inv., L.P. v. Cliff, 
    419 N.J. Super. 1
    , 12 (App. Div.
    2011) (quoting Garden State Plaza Corp. v. S. S. Kresge Co., 
    78 N.J. Super. 485
    , 497 (App. Div. 1963)).                           Defendants' proffered
    parol     evidence,        including       the     deposition          testimony        of    its
    principal and a certification of its insurance agent, was not
    presented     to        illuminate     the       meaning        of    Catlin's      insurance
    policies but rather to vary and contradict the plain language of
    the   policies.           Finally,    where       a    contract       includes      a    merger
    clause, as both policies here, such a clause is meant to reflect
    the full intention of the parties.                         See Harker, supra, 12 N.J.
    at    321-22.           Therefore,      we       conclude         Judge     Rea     correctly
    interpreted     the       plain      language         of    the      policy   in     granting
    Catlin's motion for summary judgment.
                                                 16                                         A-0689-13T3
                17   A-0689-13T3