Fifth Circuit Remands Order Dismissing Claims Brought Under Reinsurance Intermediary Authorization Agreement

The Fifth Circuit Court of Appeals has affirmed in part and reversed in part an order dismissing plaintiff Porch.com’s breach of contract claims brought under a reinsurance intermediary authorization agreement (RIAA) remanding the case for further proceedings.

Porch.com, through its casualty and property insurance subsidiary Homeowners of America Co. (HOA), and Gallagher Re, a reinsurance broker, entered into a RIAA under which Gallagher was to “procure and administer reinsurance” for HOA. Through Gallagher’s efforts as broker, HOA as insured and Whiterock as insurer entered into a reinsurance contract. Vesttoo, a reinsurance finance company that procured financing for the reinsurance coverage, was also a party to the reinsurance contract. The reinsurance contract was complex and included provisions that Whiterock was “not approved … for the risk being placed,” that Gallagher had “not assessed the collateral required to support obligations” in the contract, and that HOA should “seek separate professional advice to protect [its] interest.” Thereafter, Vesttoo filed for bankruptcy protection and HOA discovered that a letter of credit that was to be issued as part of the transaction had not been issued. HOA terminated the reinsurance contract and its parent, Porch.com, filed a breach of contract action against Gallagher under the RIAA alleging that it was required to procure replacement reinsurance coverage at a higher cost. The district court granted Gallagher’s motion to dismiss, concluding that Gallagher did not breach the RIAA. The court also declined Porch.com leave to amend, concluding that any amendment would be futile.

The Fifth Circuit affirmed in part and reversed in part. It agreed that the district court did not err in dismissing Porch.com’s breach of contract claims under Section 5 (records retention requirements) and Section 11 (compliance with economic and trade sanction laws). The court found, however, that the district court erred in dismissing the alleged breach of Section 13 of the RIAA, which broadly required Gallagher to provide administrative services in connection with the reinsurance contracts it placed, finding that “Porch plausibly alleged lapses by Gallagher that occurred after it had placed the reinsurance contract” and that “[a]t a minimum, Section 13 is ambiguous with respect to Gallagher’s duties here.” The court remanded the case for further proceedings consistent with its opinion and would not address Porch.com’s argument that it should be permitted to amend its complaint, noting that “Porch failed to ask for leave to amend … so cannot raise the issue for the first time on appeal.”

Porch.com v. Gallagher Re, No. 25-10489 (5th Cir. Apr. 2, 2026).