to the Colorado Court of Appeals Court of Appeals Case No.
Attorneys for Petitioner: Pinnacol Assurance Harvey D.
Flewelling Denver, Colorado
Attorneys for Respondent Norma Patricia Hoff: Scott A.
Meiklejohn, LLC Scott A. Meiklejohn Denver, Colorado Worstell
& Associates David Worstell Thomas J. Connell Denver,
Attorneys for Amici Curiae American Insurance Association and
Property Casualty Insurers Association of America: White and
Steele, PC John Lebsack Denver, Colorado
appearance by or on behalf of Hernan Hernandez; Alliance
Construction & Restoration, Inc.; MDR Roofing, Inc.; and
Industrial Claim Appeals Office of the State of Colorado.
In this workers' compensation insurance case, we consider
whether an insurer had a legal obligation to notify a
non-insured holder of a certificate of insurance when the
insurance policy evidenced by the certificate was cancelled.
Based on the certificate at issue here and the relevant
statute, we conclude that the insurer had no such obligation.
We therefore reverse the court of appeals' judgment to
Norma Hoff owns a house that she rents out through a property
management agency. When the roof of the house sustained hail
damage, Hoff and her husband contracted with Alliance
Construction & Restoration, Inc. ("Alliance")
to repair it. Without Hoff's knowledge, Alliance
subcontracted the roofing job to MDR Roofing, Inc.
("MDR"). MDR employed Hernan Hernandez as a roofer.
While working on Hoff's roof, Hernandez fell from a
ladder and suffered serious injuries. He sought medical and
temporary total disability benefits for these work-related
injuries, but MDR's insurer, Pinnacol Assurance
("Pinnacol"), denied the claim because MDR's
insurance coverage had lapsed. Neither Hoff nor Alliance had
workers' compensation insurance. Hernandez then brought
an action under the Workers' Compensation Act
("WCA" or "the Act"), §§
8-40-101 to 8-47-209, 8-55-101 to -105, C.R.S. (2015),
seeking benefits against MDR, Alliance, Hoff, and Pinnacol.
¶4 The facts relevant to this claim are best summarized
In July 2010, MDR applied for workers' compensation
insurance from Pinnacol through Pinnacol's agent, Bradley
Insurance Agency ("Bradley"). Shortly thereafter,
Pinnacol issued a policy to MDR.
In October 2010, before starting the roofing job on
Hoff's property, Alliance obtained from Bradley a
certificate of insurance which verified that MDR had a
workers' compensation insurance policy in effect from
July 9, 2010, to July 1, 2011.
On February 10, 2011, Pinnacol informed MDR by certified
letter that MDR's insurance policy would be cancelled if
Pinnacol did not receive payment of a past-due premium by
March 2, 2011. Pinnacol also mailed a copy of this letter to
Bradley. Alliance was not notified of the pending
MDR did not pay the past-due premium, and the policy was
therefore cancelled effective March 3, 2011. Pinnacol sent
letters to MDR and Bradley advising them of the cancellation,
but it did not send a letter to Alliance.
One week later, on March 10, 2011, Hernandez's injuries
On March 11, 2011, MDR's owner went to Bradley's
office and asked to reinstate the policy. Bradley personnel
informed MDR's owner that the policy could be reinstated
only if the owner paid the outstanding premium, paid a
reinstatement fee, and signed a "no-loss" letter,
which is a statement by an insured certifying that no
injuries have occurred since the insured's policy was
cancelled. MDR's owner made the necessary payments and,
although he knew Hernandez had been injured since the
policy's cancellation, signed and submitted the no-loss
letter. He did not inform Bradley of Hernandez's
accident. That same day, upon receiving the payments and
no-loss letter, Pinnacol reinstated MDR's policy
retroactively to the March 3 cancellation date.
On March 16, 2011, MDR's owner returned to Bradley's
office to report Hernandez's March 10 injuries. Bradley
contacted Pinnacol to advise it of the claim. Pinnacol
contested the claim on coverage grounds and later cancelled
After conducting a hearing on Hernandez's workers'
compensation claim, an administrative law judge
("ALJ") determined that Pinnacol's March 3
cancellation of MDR's insurance policy was proper. The
ALJ further determined that MDR's owner's failure to
disclose Hernandez's injuries when he signed the no-loss
letter was a material misrepresentation that rendered void
the March 11 reinstatement of the policy. As a result, MDR
had no workers' compensation coverage on March 10-the day
of Hernandez's injuries-and Pinnacol could not be held
liable on the claim.
The ALJ also concluded that, in addition to MDR, who was
Hernandez's direct employer, Hoff and Alliance were
Hernandez's statutory employers under sections 8-41-402
and 8-41-401 of the WCA, respectively. Finding that none of
these three parties had a workers' compensation insurance
policy in effect on March 10, 2011, the ALJ held them jointly
liable for Hernandez's benefits.
On appeal to the Industrial Claim Appeals Office
("ICAO" or "the Panel"), Hoff argued
that, under the doctrine of promissory estoppel, Pinnacol
should be barred from denying coverage because the
certificate of insurance required Pinnacol to notify Alliance
that MDR's policy was being cancelled, she and Alliance
relied on the certificate as proof that MDR had insurance,
and Pinnacol failed to notify Alliance of the policy's
cancellation. The Panel rejected this argument and affirmed
the ALJ's order
Hoff then appealed the Panel's order to the court of
appeals,  again asserting a claim of
promissory estoppel In Hoff v Industrial Claim Appeals
Office, 2014 COA 137M, ___P.3d ___, a division of the court
of appeals reversed, with each of the division's three
judges writing separately Although the division unanimously
rejected the Panel's promissory estoppel analysis,  id
at ¶¶ 28–30; id at ¶ 46 (Casebolt, J,
concurring in part and dissenting in part); id at ¶ 69
(Berger, J, concurring in part and dissenting in part), it
disagreed as to how the estoppel claim should be resolved.
The majority (Judges Dailey and Berger) held that the
certificate required Pinnacol to notify Alliance if MDR's
insurance policy was cancelled and that any contrary
disclaimer language in the certificate was void; accordingly,
this notice obligation satisfied the "promise"
element of Hoff's promissory estoppel claim as a matter
of law. See id. at ¶¶ 2, 31–43
(majority opinion); id. at ¶ 70 (Berger, J.,
concurring in part and dissenting in part). Judge Casebolt
dissented from this holding, instead finding that the
certificate was ambiguous and that "the kind and nature
of the promises and disclaimers contained in the certificate
present[ed] factual issues that the ALJ should first
decide" on remand. See id. at ¶ 51
(Casebolt, J., concurring in part and dissenting in part).
The majority (Judges Dailey and Casebolt) also held, however,
that the question of whether the other elements of promissory
estoppel were satisfied was a factual issue best resolved by
the ALJ in the first instance and that remand was therefore
necessary. Id. at ¶¶ 2, 44 (majority
opinion); id. at ¶ 46 (Casebolt, J., concurring
in part and dissenting in part). Judge Berger dissented from
this holding. In his view, the facts relevant to all elements
of Hoff's promissory estoppel claim were undisputed, and
the court therefore should have resolved the claim as a
matter of law. Id. at ¶¶ 68–69
(Berger, J., concurring in part and dissenting in part).
Applying the law to the facts, Judge Berger would have held
that Pinnacol was estopped from denying coverage for
Hernandez's benefits. See id. at ¶¶
We granted Pinnacol's petition for
We begin our analysis by addressing the appropriate standard
of review and rejecting Pinnacol's contention that we
should defer to the ICAO's interpretation of the WCA. We
then turn to Hoff's promissory estoppel claim and, after
summarizing the applicable law, examine whether the court of
appeals properly determined that the initial, promise element
of Hoff's claim was established as a matter of law.
In doing so, we first consider the court of appeals'
determination that the certificate of insurance promised that
the insurer, Pinnacol, would notify the certificate holder,
Alliance, of policy cancellation. We conclude that the
unambiguous language of the certificate contains no such
Next, we consider the court of appeals' holding that
public policy expressed in sections 8-41-402 and 8-41-404 of
the WCA required it to construe the certificate as promising
notice to Alliance. We conclude that nothing in the WCA
supports imposing such a promise either.
Pinnacol was therefore under no obligation to notify Alliance
of policy cancellation. Because Pinnacol did not promise to
provide such notice, Hoff's promissory estoppel claim
fails for lack of a necessary element. Accordingly, we
reverse the judgment of the court of appeals.
Standard of Review
Pinnacol argues the court of appeals erred in not deferring
to the ICAO's interpretation of the WCA. Because the ICAO
has not rendered a decision addressing the precise issues
before us here, we disagree that deference is owed.
Judicial review of the Panel's disposition of a
workers' compensation claim is governed by the WCA.
See Fulton v. King Soopers, 823 P.2d 709,
712–13 (Colo. 1992). Section 8-43-307 allows
dissatisfied parties to appeal a Panel order to the court of
appeals, see § 8-43-307(1), and several
subsequent sections circumscribe the nature and scope of that
court's review, see §§ 8-43-308 to
-310. Section 8-43-313, in turn, allows a still-dissatisfied
party to seek review of the court of appeals' decision in
this court. If we grant review, our inquiry is limited
"to a summary review of questions of law." §
8-43-313. In evaluating a Panel order under these provisions,
appellate courts defer to the agency's factual findings
but review its conclusions of law de novo. See City of
Brighton v. Rodriguez, 2014 CO 7, ¶¶
11–12, 318 P.3d 496, 501; Kieckhafer v. Indus.
Claim Appeals Office, 2012 COA 124, ¶¶ 8, 12,
284 P.3d 202, 205–06.
So, the presumptive standard of review is de novo for the
questions of law central to this case-i.e., the proper
construction of the certificate, the insurance policy, and
certain provisions of the WCA. See Specialty Rests. Corp.
v. Nelson, 231 P.3d 393, 397 (Colo. 2010)
("Statutory construction is a question of law . . .
."); Meier v. Denver U.S. Nat'l
Bank, 431 P.2d 1019, 1021 (Colo. 1967) ("The
construction of a written instrument [is] a question of law .
. . .").
But, as Pinnacol points out, this typically unfettered review
is sometimes restricted when it comes to interpreting
provisions of the WCA. Although appellate courts ultimately
are not bound by the Panel's legal interpretations,
see Rodriguez, ¶ 12, 318 P.3d at 501, or by its
earlier decisions, Kieckhafer, ¶ 8, 284 P.3d at
205, courts nonetheless traditionally give deference to the
Panel's reasonable interpretations of WCA provisions,
see Specialty Rests., 231 P.3d at 397;
Kieckhafer, ¶ 8, 284 P.3d at 205.
Pinnacol seizes on this deference principle, claiming that
the court of appeals' prior decision in Broderick
Investment Co. v. Strand Nordstrom Stailey Parker, Inc.,
794 P.2d 264, 266 (Colo.App. 1990), set forth a rule that
certificates of insurance create no rights for a certificate
holder and that, although Broderick did not involve
workers' compensation, the ICAO has long applied this
rule in the workers' compensation context. As support,
Pinnacol cites four prior ICAO decisions, in addition to the
Panel's decision here, and asserts these decisions
"implicitly interpret the Act as not creating any
contractual duty for the benefit of a certificate holder
where, as here, the certificate is specifically limited to an
informational document only which is subject to the terms of
the policy." Accordingly, Pinnacol argues the ICAO has
interpreted the WCA as not requiring notice to certificate
holders, and the court of appeals erred in failing to accord
deference to this interpretation.
None of these ICAO decisions, however, interpreted the
statutory provisions on which the court of appeals relied in
this case. The ICAO did not examine whether public policy
underlying sections 8-41-402 and 8-41-404 of the WCA required
insurers to notify certificate holders about policy
cancellations and rendered void any disclaimers that would
prevent certificates from serving their intended purpose
under the Act.
In fact, three of the four prior decisions, as well as the
decision below, merely applied Broderick as
controlling precedent without tying that case or its
purported rule to any WCA provision at all. See Hernandez
v. MDR Roofing, Inc., W.C. No. 4-850-627-03, 2013 WL
858028, at *4 (Colo. ICAO Feb. 27, 2013); Lopez-Najera v.
Black Roofing, Inc., W.C. No. 4-565-863, 2004 WL
2107582, at *3 (Colo. ICAO Sept. 13, 2004); Gomez v.
Gonzales, W.C. Nos. 4-447-171 & 4-449-330, 2004 WL
348737, at *8 (Colo. ICAO Feb. 18, 2004); Wilson v. H
& S Constr., W.C. No. 4-472-849, 2002 WL 2018806, at
*3 (Colo. ICAO Aug. 30, 2002). And the other prior decision
squared Broderick with a statutory provision
extraneous to the court of appeals' analysis here.
See Suttles v. Sherman, W.C. No. 4-308-510, 1997 WL
730627, at *4–6 (Colo. ICAO Oct. 31, 1997) (citing
§ 8-45-112, C.R.S. (1997)). It neither interpreted
sections 8-41-402 and 8-41-404 nor considered what those
provisions require of insurers vis-à-vis certificate
Thus, Pinnacol's argument suffers from the false premise
that the ICAO has rendered an interpretation of the WCA
provisions central to the case at hand. In other words, there
is no interpretation to which we or the court of appeals
could defer. We therefore apply traditional de novo review.
Promissory Estoppel Does Not Apply Because There Was No
We now turn to Hoff's claim that Pinnacol is estopped
from denying coverage for Hernandez's workers'
compensation benefits. In order to place the issues on which
we granted certiorari in context, we first briefly summarize
the law of promissory estoppel. We then consider whether
there is a promise here, based on the certificate of
insurance or the WCA. We conclude there is not.