Supreme Court Georgia: Wilmington Trust v Ameritas

In th e Supr eme C ourt o f Georg ia Decided: February 1 7, 2026 S25Q107 3. WILMINGTON TRU ST, NATIONAL ASSOCIATION v. AMERITAS LI FE INSURAN CE CORP. E L LINGTON, Justic e. Appe llant Wilm ington Tr ust brought this act ion agains t appell ee Ameritas Life Ins urance Compa ny (“ Amer itas ”) t o collec t deat h benefit s payable und er a life insur ance polic y issued by Ameri tas’s pr ede cessor com pan y. The po licy ins ured the lif e of Jacquel in e Leon e in the am oun t of $6,000, 000. In its c ompla int, Wilmingto n Trus t alle ged that Amer itas faile d to pay the d ea th bene fit due unde r the polic y and tha t the policy wa s valid and enforc eabl e un der Geo rgi a law. I n its a nswer, A meri tas all eged that the p olicy inv olved a s trang er - originate d life insur ance (“S TOLI”) polic y o n the li fe of Leone a nd that Leo ne “was induc ed to le nd her life t o inv estors w ho procur ed or ca used t o be p rocu red a... wagering NOTICE: T his opini on is subje ct to mo dificat ion res ultin g from motion s for re consi derat ion unde r Supre me Court Rule 27, the Court ’s recons ideratio n, and edit orial rev isions by t he Report er of Decisi ons. The ver sion of the opinion publis hed in the Advance Sheets fo r the Geor gia Report s, desig nated as th e “Final Co py,” will replace a ny prior version on the Court’s websi te and docket. A bound volu me of th e Georgi a Reports will con tain the final a nd officia l text of t he opinio n.

2 polic y on her life... in vi olati on of G eorgia ’s i nsu rabl e inter est law s and p ublic po licy.” 1 Wilmington Trust and Ame rita s filed cross - motion s for s um mary ju dgmen t, bu t befo re ru lin g on th ose m otio ns, the U nited State s Distric t Court for the Nor thern Dist rict of Geor gia certif ied thre e quest ions to this Court reg arding wheth er the lif e ins urance p oli cy w as voi d und er Georg ia law as an ille gal contr act wage ring on huma n life. We unders tand those qu estion s to se ek dire ction regardi ng th e circum stan ces that m ay be conside red by a court in deter mining whe n a t hird party has “ procu red or caus ed to be procu red” a life insurance policy on th e life of anothe r pers on under OCGA § 33 - 24 - 3(i) (2 006). A s explai ned bel ow, we conclud e 1 In a typi cal S TO LI arr angem ent, instea d of “ inv esto rs purchas [ing] e xisting lif e insura nce polic ies fro m insureds who no long er need the i nsurance to p rotect thei r f amil ies i n the even t of their deaths, ” “a l ife s ettl ement bro ker p ersu ades a s eni or citi zen... to take out a life insura nce po licy, not for the pu rpo se of p rotect ing his or her fam ily but fo r a current f inancia l benef it.” Susan Lorde Mar tin, B etting on the L ives of Str ang ers: L ife Sett lem ents, S TOL I, & Secur itizat ion, 1 3 U. P a. J. Bus. L. 173, 18 7 (201 0). See also Estate of Malkin v. Wells F argo Bank, N. A., 998 F3d 1186, 119 3 – 94 (11th Cir. 2021) (discussing backgro und of STOLI polici es); Sun Life Assura nce Co. of Canada v. Wells Fargo Bank, N.A., 23 8 NJ 157, 169 – 72 (2019) (same).

3 that a thi rd pa rty can be said to have “p rocured or cau sed to be procu red” a lif e i nsu rance p olicy o n the l ife of an oth er, ev en if the insure d played a role, if t he third part y is the one who effect ively obtain ed or acqu i red th e p olicy, and t hat courts should consid er the total ity of the circu mstan ces w hen making this deter minatio n. 1. Backgro und For pur pos es of the p arti es’ c ross - m otion s f or su mmary judgme nt, the federal dist rict cou rt recounted the f actual history of the cas e as follow s: A. Fact ual B ackg roun d i. Pre mium Financi ng Facil ity — The Pea chtr ee Program On O ctober 16, 2006, Settl ement Fu ndin g, LL C d/b/ a Peacht ree S ettl ement Fun din g (“Peach tree ”) an d Barclay s B ank P LC (“Barcl ays”), e ntere d int o a “Pre miu m Finance Facilit y” and, as par t of that Fac ility, a Loan Origina tion Agr eement (“Originatio n Agreem ent”). Under th e Origin ation A greem en t, Peach tree w as the “Orig inator ” of li fe i nsu rance p olici es and B arcl ays a gree d to prov ide up to $ 50 million o f premium fina ncing to cert ain life insuranc e trust s that met the def inition o f “Eli gibl e Borrow er” fo r the p aym ent of pre miums (the “Peacht ree P rogr am”). T he O rigi nation Agreem ent also provide d th at Pe achtr ee was responsi ble f or o rigi nating life ins urance polic ies at it s own expens e, includi ng (i)

4 loca ting potent ial insur eds throug h its agent s, (ii) assis ting the insured in the e xecution of the bo ilerplate doc uments unde r the Or igination Agr eement, (iii) genera tin g at le ast tw o li fe expe ctancy reports o n th e insure d and (iv) re ceiving po licy illustr atio ns from the insure r. Under the Ori gi nation Agre ement, Barcl ays ag reed to pr ovide up to $50 million in no nreco urse premium financ e loans to ne wly create d life insurance trusts. Peacht ree w as re quired to p ay Ba rclays an “u nu sed fee ” each m onth, whi ch was an am oun t equal to 0.5 p ercent of Barclay s’ $50 m il lion commi tment t hat w as cur rently unutilize d. As suc h, Peachtree was financia lly incent ivized t o originate policie s in order to mitigate the “unuse d fee” pursua nt to the Origina tion Agre ement. The Orig inati on A greement als o req uired that ea ch polic y and each l oan used th e sam e form tr ansacti on documen ts t hat could n ot be alt ered o r amen ded. The boi lerpl ate trust ag reem en t (“Form T rus t Agreemen t”) cre ated a n ew G eorg ia tru st i n th e i nsured ’s name, w as n omin all y fun ded wi th $10, and contem pl ated the owne rship of a fut ure life insura nce policy in the insure d’s na me. Only Ken S hapi ro and Michael Braun could s erve a s tru stees of th e new Georgi a tru sts under the Or iginatio n Agreem ent. Accor ding to the Form Trust Agreemen t, the i ntent of both the i nsured an d tru st ee was that th e in sured nev er own or con trol the p oli cy, an d the insure d disc laimed and relinq uished a ll rights a nd powe rs in such polic y which ens ured that the insured could n ot j eopa rdi ze the i nvest ors ’ rig hts to the p oli cy. The B arclays ’ pr emi um fi nan ce loans w ere for a term of twenty - four (2 4) months. The Barcla ys premium

5 finan ce loan s mad e to th e trusts were n onrec ours e to th e insure d. The trust’ s asse ts were insuff icient to pa y off t he balanc e of th e l oan. Du rin g the term of th e loans, Peacht ree also ac ted as the serv ice r of the loan s an d th e polic ies unde r the Ser vicing Agreemen t. Und er the terms of the Servi cin g Agreem ent, Peach tre e was not sep aratel y compen sated for servici ng th e pol ici es or th e loans. Duri ng th e term of the l oans, Pea ch tree, and n ot t he t rust, was r equired to m ake mon thly int erest p ayme nts t o Barclay s as a “Usage Fee ” un der th e Ori gin ation Agreemen t. T her e were no cure peri ods in the F orm Loan Agreemen t, and there fore the loan s autom atically went into d efault at ma turit y. A f ter t he lo an m atu red, Peacht ree w as re quired to mak e a min imum bi d for the full amo unt of principa l and inte rest owed by t he trusts. Even if Peach tree di d not m ake th at paym ent, Pe achtr ee woul d acqui re the ri gh ts to th e pol icy w ithi n 60 day s of the loa n’s default. Peac htree ultim ately acq uired all of the polici es that wer e fun ded by Barclay s und er the Origina tion Agr eeme nt. The po licies origina ted under the Orig inati on A greement were creat ed as i nves tment vehi cles for th e ben efit of inv estor s. ii. Th e Le ones A pply for L ife In su ran ce In 200 6, Chri s Fe ery, an in suran ce agen t, ma rket ed the Pe acht ree P rogram, r eferen ced above, as cost - free an d risk fr ee because all pre miums would b e paid by a third - party i nv estor th rough a non reco urse prem ium finan ce loan. M r. F eery promi sed th e ins ured p arties f ree ins urance fo r tw o years and the possi bil ity of fi nan cial compen sation in ord er to indu ce th em to p artici pat e. In 20 06, J acquel in e Leone (the “In sured”) and her husba nd, Willia m A. Leo ne, we re living in Mia mi, Fl orid a.

6 At som e poi nt n ot borne out by t he reco rd, th e L eones and Mr. Fee ry got i nto con tac t regardi ng t he Pea ch tree Program. I n the lat ter half of 2006, the Insured and he r husba nd began the tr ial applica tion proc ess. In conne ction wit h the app lication f or ins urance, on Septem ber 29, 2006, the I nsu red underw ent a m edical exam ination in Mia mi, Flor ida. The Ins ured and her medical p rofessiona l signed the Insur er - issued “Pa rt II - Medic al” po rtion of the lif e insura nce app licatio n in Flori da on S epte mber 29, 2 006. The “P art II - Medical” ins urance appli cati on fo rm dat ed S ept ember 29, 2 006 w as a portio n of the subj ect life insur ance a pplicat ion that address es a prop osed ins ured’s medi cal h ist ory, and w as requir ed by In su rer i n orde r to is sue th e subje ct pol icy. The Insur ed’s husb and also a pplied for life insurance when the Insured did, b ut Ameritas determine d that her hus band was “uni nsu rable” i n Oct ober 2 006. In Oc tober and Nov emb er 20 06 and in acco rdan ce wi th i ts oblig ations as t he Ori gi nator un der the O rigi nati on Agreeme n t, P eac htree reque ste d an d obtai ned t wo l ife expectan cy reports on M rs. Le one’s l ife. Furth er, in conne ction wit h financial und erwrit ing for the propos ed polic y, the Insure d and her husband provide d their financ ial info rmatio n to Ameritas and under went a teleph one i ntervi ew. Bradley Gee and Mr. F eery we re I nsu rer’s i nsuran ce agents w ho u ltim ately s old the poli cy to the L eones. T hey worked wit h an in surance agen cy called “T he Virtu al Group,” whose of fice was loc ated in Pennsy lvania. M r. Gee was l ic ensed and re sided i n F lorid a. Mr. F eery was licens ed and resided in Florida and co nducted his ins urance busi ness f rom Flori da. On Octob er 6, 200 6, Uni on Cen tral Life Ins uranc e C ompan y, a pr edeces sor to Defendan t Ame ritas, recei ved an in formal requ est for a

7 $9 million p olicy on t he Insured’ s life from Tim Gresge, a co - agent with Chris Fee ry. Follo wing medic al and financ ial unde rwriting for t he subject po licy, Amerit as issued a universal lif e insura nce polic y on Februar y 1, 2007 for the Insure d under po licy nu mbe r U000036 824, in th e face amou nt of $6,0 00,00 0 (th e “Pol icy”). iii. Th e Ja cque line L eon e Irre vocab le Tru st On Nov ember 28, 20 06, t he Jacqu elin e Leon e Irrevoc abl e Tru st (th e “Tru st”) was formed wi th a si tu s in Atlan ta, as requi red by the Orig inati on A greem ent. The Trus t Agreemen t was execu ted on Peachtr ee’s Form Trus t Agre ement, wh ich w as requ ired to be sig ned a s- is. The tru stee of th e Trust w as K en Shapi ro, on e of th e two “Eligible Trust ees” und er the Originat ion Agre ement. Under the Ori gin ation Agree ment and th e Loan Agreemen t, P eac htree re quired th at th e b enefici ary of the Trus t be a fami ly memb er o r so meone with insura ble inter est in the life o f the insur ed. As suc h, the benefic iary of the Trust was the I nsured’ s husband, W illiam Leo ne. The Trus t docume ntat ion indicat ed that Mrs. Leo ne was suppos ed to trans fer $1 0 as th e gran tor p er the Trus t Agreemen t. I n s igning the Trust Agreem ent, Mrs. Leo ne expres sly w aived all righ ts and po wers wi th r espec t to the trust. T he T rust Agreemen t al so ex pli citly stated th at th e inten t of Mr s. Leo ne and Mr. Sh apiro w as th at Mrs. L eone never ow n or p ossess the Pol icy, and th at M rs. Leon e discl aimed h er ri ght to eve r own or c ontr ol the P olicy. On D ecember 20, 2006, M r. Shapi ro an d the Tru st appli ed for a pre miu m fin ancin g loan fr om Ba rclay s. On January 4, 2 007, Ameri tas rec eived a form al appl icati on for a $6 mi ll ion dol lar pol icy on Mrs. Leone’ s li fe wh ereby Mr. Shap iro, as truste e on beh alf of the Trust, was the

8 policy owner an d benefi ciary. The Pol icy’s applic ati on was sign ed in Atlanta, Georg ia. On Jan uary 16, 200 7, Amer itas receiv ed the Trust Agreeme nt for the Tr ust with Mr. Shap iro as tru ste e. On Jan uary 1 9, 200 6, A meritas asked “[c] an you tell me wh at is the r elatio nship of the truste e to th e client” v ia an emai l that was f orwa rded t o Chri s Feery. Mr. Feery r espond ed t hat Mr. Sh api ro w as Mrs. L eone and h er husb and’s “accountan t an d tr usted advis or.” M r. Sh apiro test ified that h e ha d neve r m et or spoken to Mrs. Leone and did not know anyone in the Leone family. Consist ent wit h Amerit as’ STOLI prohib ition a nd related requ irem ents, Mr. F eery and Mrs. L eone ex ecuted a Sta tement of Po licy owner and A gen t Int ent form, whi ch Ameri tas re ceive d on Jan ua ry 23, 2007. O ne S tate ment of Inten t, exe cuted by Mrs. Leon e an d Mr. F eery on Ja nuary 19, 20 07, den ied that a loan w ould be use d to p ay the premiu ms an d den ied th at th e ow ner h ad spok en t o an individ ual of fering “f ree” or “no cost” insura nce. But anothe r Sta tem en t of In ten t exe cu ted by M rs. Leo ne on January 22, 200 7, an d Mr. Shapiro as t he Trust’s trust ee on Febru ary 27, 2007, did i ndicat e tha t a l oan ag reem ent with Bar clays would be executed in conne ction with t he trans acti on. On Jan uary 24, 2 007, Ameri tas ap prov ed th e appli cation. Th e n ext day, Ame rit as s ent a poli cy to th e produ cer’s offi ce for d eliv ery. T he L eone Poli cy was is su ed as a G eorgi a poli cy on Georg ia Pol icy Form UC 870 6 GA, with an ori gin al is sue da te of Febru ary 1, 2 007. On Febr uary 28, 2007, the Policy a t issue in this liti gatio n was reis sued. In hi s statemen t and de positio n, Mr. Shap iro confir med that all Po licy docume nts (including the appl icat ion an d deli very r ecei pt, wh ich con firms delive ry of the Policy) wer e signed b y him in Atlant a, Georgi a.

9 iv. Th e Non recou rse Loan On F ebrua ry 16, 200 7, th e In sured and h er h usb and execut ed a D iscl osure Stat ement, Rep resen tation s an d Warr anties, and Consent, in connec tion wit h a Loan and Securit y Ag reem ent t o pay fo r the Pol icy prem ium s wi th the assi stan ce of attorn ey I an Ch aiki n. Chaik in te stifie d that he d id not pers onall y kn ow Mrs. L eone, Mr. L eone, or any one in the L eone fam il y, un til he was refer red by Peacht ree t o act as th e L eones ’ co unsel. On F ebruary 2 8, 20 07, th e Tru st, as Borrow er, entered into a L oan and Sec urity Agreem ent w ith Barclay s B ank P LC, as Lender i n order “to bo rrow c ertai n funds f rom Le nder, w hich funds shall be use d to pay the premiu m du e ... for n ot less th an t he fi rst tw o (2) years on the Po licy” (t he “Loan”). The Loa n Agreeme nt was execut ed on P eacht ree’s boil erpl ate Loan Agre emen t, whi ch coul d not be al ter ed o r amen ded. In o rder to s ecure the Tru st’s repay men t and pe rfor mance o bli gation s with respec t to th e Lo an, th e Trust gran ted a li en in favor o f Barclay s of all of the Trust ’s a ssets and coll ateral ly assig ned the P oli cy to B arcl ays’ C ollater al A gent. Th e princi pal am ount of the L oan was $ 375,2 76.67. The i ni tial premiu m paym en t was made on Febru ary 28, 200 7. The Loan m atur ed in two y ears. Alth ough there w as an opti on f or t he Tru st to ext end the Lo an f or a th ird yea r, M r. S hapi ro tes tifi ed that, under t he Pe acht ree Prog ram in wh ich h e was a des ignee, he did not recall a single occur rence wher e an insured reached into thei r own pock et and pai d to exten d the loa n for a third y ear in th e thirty to forty i nsu ranc e tru sts f or whi ch he s erved as a tru stee. Mrs. L eone w as n ot a

10 sign atory to th e Loan Agr eem ent, and s he w as n ot res ponsible for pa ying a ny premiums. The Loan wa s nonrec ours e as t o M rs. L eone and on ly recours e as to th e Trust ’s nominal a ssets. But the Trust ha d no financia l abili ty to r epay t he L oan, mak in g the L oan non reco urse. Moreo ver, the Trust could not ha ve satisf ied its obliga tions under the Loa n without B arclay s calculat ing the in teres t and fees due, be cause the in ter est d ue w as depend en t on the lend er’s ca lculat ion of LIBOR unde r the Loan A greem ent, an d th e Loan cou ld not c ontractu al ly be parti ally prepai d. N ei the r Barcl ays nor Pea chtr ee ever calc ulated the t otal amo unt due on the Loan, which would have inc luded princ ipal, int erest, a nd an undisclose d amoun t of fees. Mr. Sh apir o testi fied that th e loan s were never repai d by th e tru sts or th e i nsu red. T here was n o cure p eriod u nde r the t erms of th e Loan, and an ev ent of defau lt occu rred autom ati cally and imm ediat ely o n th e maturity date. On F ebrua ry 28, 200 7, th e s ame d ay that th e L oan Agreemen t w as ex ecute d an d th e Pol icy i ssue d, a n Assignme nt of Life Insura nce Policy a s Colla teral was execut ed wh ereby the T rust, as b orrow er an d assi gnor, assig ned all of its rights and intere sts in the Polic y to Barclay s, as l ender an d ass ign ee (“Col lateral Assignme nt”). Under the Colla teral As signment, Barclay s h ad th e “sole ri ght” to coll ect t he d eath ben efits, surr ender the Policy, furt her assign t he Polic y, and reques t that the ins urer amen d the Poli c y, since t he first day t hat the Po licy was is sued. The only r ight Mrs. Leone main tained was that Mr. Leon e coul d hav e poten tially receiv ed a porti on of the d eath benefi ts if Mrs. L eone passed away duri ng the fi rst tw o year s. Bu t as a con diti on for f unding the Loan, Pea chtree was r equi red t o obt ain pre - issu ance l ife ex pectan cy reports on Mrs. Leon e

11 indica ting tha t she would survive at leas t 36 months b ut not mo re th an 1 80 mon ths. P eac htree calcu lat ed th at there w as a 9 8.7 % ch ance th at M s. L eone w oul d not di e during t he two - year L oan term. Mr. Sh api ro fu rther tes tified t hat he could no t recall a sing le time that the benefi ciary of a P eachtr ee tru st re ceived a po licy ’s proc ee ds. Mrs. L eon e’s “I nsured De sig nation of Con tacts ” form des ign ated Ric P ertier ra, a purpo rted “F rien d” of Mrs. Leon e, as one of h er co ntacts. How ever, Mr. Pertie rra testi fie d tha t h e “did not per sonally know Ms. Leone, her husband, or anyo ne in the Le one family. ” Mr. Pertie rra te stifi ed th at he w as a forme r coll eag ue of Bradley Gee, Mrs. Leon e’s o ther des ign ated c onta ct. Mr. Pert ierra furt her testif ied that his signa ture on the Desig nated Con tact form w as f orged. v. Peach tree A cqu ires t he Ri ghts to the P olicy On F ebruary 2 7, 200 9, tw o years afte r the Lo an w as issued and following the Loa n’s two - year c ontes tabil ity per iod, the Loa n matured and auto matica lly went into defau lt. On Ma rch 2, 2009, N ew A ge Capi tal (“New Age”), a Peach tree enti ty, purchas ed th e rights to t he Polic y from B arcl ays an d Bar clays assig ned i ts righ ts un der the Loan D ocumen ts to N ew Age for $ 441, 553.0 4, whi ch w ere the pri ncipal an d in terest du e on the loan. Bar clays provide d no repr esent ation s or w arranti es r ega rdin g the validit y of t he Policy whe n it sold it to Peachtree, a nd Peacht ree’s pre - acq uisition d iligence wa s limited to obta ining addit ional life expecta ncy repor ts. There is no eviden ce t o sug gest t hat M rs. L eon e or he r fam ily rec eived any com pens atio n from th e P eachtr ee ass ign ment o r subsequ ent sal es of th e Pol icy. Pea chtr ee, a s suc ces sor to Barclay s u nder the L oan Ag reement, d id no t commu nicate the am ount du e u nder th e Loan to th e

12 Trus t, the inten ded b orrow er. On M arch 26, 20 09, th e Tru st rec eived a notic e of defa ult from Peacht ree Sett lement Funding, as servic er for New Age (th e “Noti ce”). Th e Notice did n ot cal cul ate the p rinci pal, in terest, def aul t in teres t, or ap pli cable f ees under t he L oa n Ag reemen t. I nstea d, the Noti ce demande d t hat th e T rust ackn owl edge d efaul t and relinq uish the Polic y by sig ning a doc ument ca lled “Trust Ackn owledg ment of De faul t and L ender R igh ts.” O n M ay 19, 20 09, th e Trus t sign ed the T ru st Ackn owl edgme nt of Defa ult and Lender Right s docum ents a nd relinquis hed the Pol icy t o New Ag e. Mrs. Leon e di ed on Nov ember 23, 2022. Wilmingt on Trus t, whi ch had become th e rec ord ow ner of th e pol icy, sought pa yment under t he pol icy, but Ameri tas decl ined t o pay on the gro und tha t the p olicy was stran ger - origina ted life ins urance that violated Geor gia’s insur able - inte rest law. In M ay and July 2023, Wilmingto n Trust filed a complaint a nd ame nded com plaint, contend ing that the insura nce polic y was no t invalid under Geor gia law as an illega l wage r on a human life and seeki ng, among othe r thi ngs, payment on the policy. Amerita s, on the other hand, cont ended t hat the life ins urance cont ract w as v oid becau se it viol ated Geo rgia’s in surabl e interes t laws in th at in ves tors wager ed on Mrs. Leone ’s li fe b y

13 procu ring the p olicy or causi ng i t to be pr ocur ed on her lif e. Wilmingto n Trus t and A meritas subseq uently f iled cross - motion s for summary j udgment, a fter whic h the federal district cou rt certif ied thre e quest ions t o this Court: 1. Can a life insuranc e policy be void a s an illegal wage ring contra ct if, at th e tim e th e policy was p rocu red, a t hird party was co mplicit in the proc urement of the polic y? 2. If th e an swer t o the fi rst ques tion i s “Yes,” u nder w hat circum stan ces w ould a th ird p arty b e con side red “c ompl icit” such that it “pro cured or caus ed to be p rocured” a p erson al insura nce co ntract up on another individual? 3. Can a life i n suran ce p olicy be d eemed to c onst itute an unlawful wagering cont ract if the c ompl icity of th e th ird par ty does no t rise to the l evel of “pro cure d or cau sed t o b e pro cured?” If so, th en the Court re spectf ull y seeks furt her gu id ance as to the c ircumsta nces tha t deter mine when the “complic ity” of the third party ris es to the leve l of violat ing Geor gia public policy pro hibiting ille gal huma n life wag ering a nd when it do es not. 2. Analy sis (a) Geo rgia ’s Insura ble - Interest Statute We have expl aine d that “ the que sti on w heth er a li fe i nsu rance polic y is a n illegal wa gering contr act is ans wered by apply ing our sta tutes that govern lif e insura nce policie s ” and tha t “ the

14 pro hibitio n against wagering contr acts in the conte xt of life ins urance h as been inco rpora ted i nt o a speci fic s tatu tory requir ement: th e ‘ insurab le intere st ’ rule. See O CGA § 33 - 24 - 3. ” Crum v. Ja ckson Nat ’l Li fe In s. Co., 3 15 Ga. 67, 70 (202 2) (providing overvi ew of h isto ry of the in surabl e - inte rest re quirement). This rule expres ses “ [t] h e g eneral id ea … that a va lid life insura nce po licy needs s ome reas onable grou nd ... to expe ct som e benefi t o r advantag e from t he conti nu ance o f the l ife of th e as sured.” I n t he absen ce of such a bene fit or adv antage, “ the contr act is a mere wager, by wh ich the pa rty tak ing the pol icy i s dir ectl y in terested in the earl y dea th of the assu red.” Id. at 71 (quo tati on mark s omi tted). “[T] he k ey tak eaway is th at, in Geo rgia as elsew he re, th e statu tor y requir ement of insu rable inter est w as in tended to p reven t wag eri ng on human liv es.” Id. a t 72 (pun ctuati on and quotati on marks omitted). To det ermin e wheth er a life insur ance po licy const itutes an ill egal w agerin g cont ract, “ we look to the language of the insurable - interes t statute in effe ct at the tim e th e poli cy w as issued.” Crum,

15 315 Ga. at 74. Here, OCGA § 33 - 24 - 3 (20 06) 2 out line s several situa tions in whic h a person has an insur able inte rest. Fir st, a person has an in surabl e i nter est in a life when he or she has “ a n interes t based upon a r eason able expec tati on o f pecu niary adva ntage t hrough the continue d life... of anot her pe rson an d conse quent loss by reason of such pers on ’ s dea t h... or a s ubst antial interes t engendered by love an d affe ction in th e case of in divi dual s closel y r elate d b y blo od o r by la w. ” OCGA § 33 - 24 - 3(a) (2006). Moreov er, the st atute p rovide s that “[a] n individual ha s an unlimite d insur able inter est in his or her own life.” OCGA § 33 - 24 - 3(b) (2006). The st atute also se t s out r ules tha t gov ern a pers on tak ing ou t a policy on h is or her ow n l ife and a pers on tak ing out a policy on the life o f anothe r. Subse ction (b) of § 33 - 24 - 3 (2006) con cerns a pers on taking out insuranc e on his or he r own life. Beca use “an individ ual 2 The current v ersion of OCGA § 33 - 24 - 3 is materially i dentical to the 2006 version of the statute. The statute applies to all “ personal insurance, ” but the focus of th e certi fied questions a nd th u s of this opinion is on life insurance. See Crum, 315 Ga. at 73 n. 4.

16 has a n unlimite d insura ble int erest in his o r her own life, ” h e or she “ may la wfully take out a policy of insuranc e on his or her o wn life, ” and may “ have the pol icy made pay abl e to wh omsoev er su ch indi vi dual pleas es, reg ardless of wheth er th e benefi ciary desi gnated has a n insurable intere st. ” OCGA § 33 - 24 - 3(b) (2006). S ubs ection (i) of § 33 - 24 - 3 (20 06) c oncern s p rocuri ng i nsu rance on the li fe of anothe r. It provi de s that a “[lif e ] ins urance con tr act procu red or caus ed to be proc ured upo n another individual is void unless t he bene fits unde r the contra ct are payab le to the ind ividual insur ed or such indiv idual ’ s pers onal repres en tativ e or to a pe rson havi ng, at the t ime when the contract was made, a n insurable int erest in the individ ual ins ured. ” OCGA § 33 - 24 - 3(i) (200 6). As we expla ined in Crum, sub section (i) “ne cessarily implies t he exis tence of a thi rd part y wh o has ‘ procure d or cau sed to be p rocu red ’ a pol icy on ‘ano ther indiv idual.’ ” 315 Ga. at 80. 3 3 We note that in 2009, after the insuran ce policy was issued i n this case, the Gener al Assembly enacted a definition of “[s] tranger originated lif e insurance,” as well as a provision ma king it fraudulent to engage in the creation of such insurance. See O CGA § 33 - 59 - 2(6) (A)(i) (X), (24). Because no

17 In Cr um, we address ed certi fi ed qu esti ons from the Unite d States C ou rt of A ppeal s fo r the Elev enth C ircui t regard ing the 1 995 version of our insura ble - inte rest stat ute t hat is materia lly identica l to th e 2006 v ersi on applic able in th is case. We co ncluded tha t, if no third party is involve d when a polic y is tak en out, subsec tion (b) of the statute “ bro ad [ly ] approv [es ]” the rig ht of an ins ured t o take ou t a policy on his or her own lif e with the “unilate ral intent at th at time to sell it to s omeon e without a n insura ble int erest. ” 315 Ga. at 7 4. We c onclu ded th at su ch a pol icy i s not an ill egal wageri ng cont ract. Id. at 80 – 81. In Crum, we als o note d that im plicit in one of the Ele venth Circuit ’ s cert ified quest ion s was “ the suggest ion that a po licy wo uld be voi d as an i lle gal wage ring cont ract i f, a t th e ti me the po licy was procu red, a th ird pa rty” p rocu red th e pol icy or caused it to b e procu red. Id. a t 81 n.9. We explaine d that, “[u] nde r the pla in lang uage of O CGA § 33 - 24 - 3(e) (19 95), ” which is ma ter ially ide ntical question has been certified reg arding these provisi ons and because they were enacted after th e insurance policy her e was issued, we do not address the impact of these prov isions on cases such as this one.

18 to OCGA § 33 - 24 - 3(i) (2006), “ that g enerall y w ould be tru e if a thi rd party h as ‘ cau sed ’ the insured to proc ure a policy on his own lif e and name as ben efi ci ary some one withou t an ins urabl e in terest. ” Crum, 315 Ga. a t 81 n.9. We a dded, howe ver, that “ if a third pa rty ‘ causes ’ an in sured to p rocu re a pol icy on hi s o wn life tha t name s the insured himself as benefic iary, and the insure d the n turns around a nd immedia tely se lls it to the thir d party or so meone else wit hout an insura ble inter est,” “[i]t is not as clear... w hether a policy would be void.” Id. This iss ue, which we did not have to dec ide in Cru m “[b]e cause n eith er th e ce rtifi ed q uesti on no r the parti es’ brie fing dire ctly addresse [d]” it, id., involved bot h parts of subsect ion (i) — wheth er a third party “procu red o r caused to be pr ocur ed” a poli cy on the lif e of another and whether the pol icy n am ed as a ben efi ciary someon e wi thout an in surabl e inter est. Here, t he dis trict cou r t’ s certif ied qu estion s raise a si mil ar issu e, but w e hav e been aske d to only address th e first par t of it — how to determ in e wheth er a thir d party “ pro cured or cau sed t o be procu red” a poli cy on the l ife of anothe r.

19 (b) The C ertifi ed Q uestion s The fir st cert ified que stion as ks whet her a life insurance policy can be “ void as an illega l wager ing contrac t if, at the time the po licy was pr ocured, a t hird party w as co mpl icit i n th e procu remen t of th e polic y. ” Georg ia’s insur able - int ere st st atut e doe s n ot us e th e term “co mplicit.” Ins t ead, that statute makes clea r that a poli cy “p rocur ed or cau sed to be p rocur ed” upon another person would be vo id “unless the be nefits under the contr act” are pay able to s omeone wi th an insura ble inter est in tha t life at that time, whic h would include, among others, th e person whose life is insure d. In othe r wor ds, if a policy on a pers on ’ s life is “ procured ” by a third party (some one othe r than t he perso n whose life is insured) or “ caused to be pr ocu red ” by that th ird p arty, it i s voi d unl ess the b enefits are payabl e to some one with an ins urab le interes t in the life. We no w tur n to the se cond cer tified q uest ion, which as ks, “I f the ans wer to th e first ques tion i s ‘Yes,’ under w ha t circum stan ces woul d a th ird party be consi dered ‘ complic it ’ such that it ‘ procured or cau sed to be pr ocured ’ a p erson al ins urance con tract upon ano the r

20 individ ual? ” W e reframe t his ques tion as f ollows, using the la nguage of our statu te: under wh at ci rcu mstan ces would a third party be consi dered to have “ procu red o r cau sed to be pr ocu red ” a pers onal insura nce contract “ upon another individua l ”? I t ap pear s that t he feder al di stric t co urt and t he pa rti es are s eeking gu idan ce on how to determi ne when a l ife i nsuran ce pol icy i s eff ectiv el y “procu red or caused to be pr ocu red” by t he thi rd party (in whic h case subsect ion (i)’s r estri cti ons a pply) or is instead procur ed by the i nsu red pers on himself or herself (in w hich case, subs ecti on (b) i s the operat ive provis ion an d all ows the insu red person to tak e ou t a poli cy and make wh oev er th ey w ant th e ben efi ciary, reg ardles s of whe ther t he benefi ciary has any ins urabl e interest in t he insured ’s life). I n det ermining t he mea ni ng of th e phras e “pro cur ed or cause d to be pr ocured,” w e r ead “ the releva nt langua ge in its most nat ural and r easonab le way give n the conte xt in which it appe ars, inc luding the s urrounding sta tutory la nguage, the st atute ’ s structu re and his tory, an d oth er l aw tha t make s up the leg al backd rop ag ains t which the langua ge wa s enacte d.” Docs of CT, LLC v. Biot ek Servs.,

21 LLC, 321 Ga. 588, 5 91 (2025) (cit ation a nd quota tion marks omitted). Th e co ntext of our i nsu rable - interest st atute inc ludes i ts “statu tory hist ory an d the de cisi onal l aw i nterpr eting prior ve rsion s of t he statut ory insurab le - inter est rule.” Crum, 315 Ga. at 74. Moreov er, “ [w] e of ten lo ok to dicti onari es from ar ound t he tim e th e relevan t l egal text i s en act ed as a hel pfu l st artin g poi nt f or under stand ing the mea ning of that te xt,” bear ing in mind the caut ion tha t “ dict ionari es can not b e the defi niti ve so urce of ordin ary meani ng i n ques tions of t extual i nterpr etati on be cause they are acontex tual, and contex t is a cri tic al dete rmin ant of meani ng. ” Id. at 591 n. 3 (qu otati on marks om itted). A ccord Wallac e v. State, 321 Ga. 505, 50 7 n.1 (2025) (exp laining th at “[i]n deter mining the ‘ ordin ary meaning ’ of a word or phr ase in a law, we can look to contem poran eou s dicti onari es f rom arou nd th e tim e when the tex t was ad opted” (qu otati on ma rks om itted)). We be gin with t he sta tutor y text. Aro und the time t hat the “procu red or cau sed t o be p rocur ed” lan gu age fi rst en ter ed our insura ble - interes t stat ute i n 1960, see Ga. L. 1960 (v ol. 1) at 6 58,

22 the ord ina ry m ean ing of “pr ocur e” was “ to get possessio n of: obt ain, acquir e; … e sp. to g et p osses sion o f by parti cular ca re or effo rt ” a nd “ to cau se to ·hap pen o r be don e: b ring abou t: effe ct … esp. to br ing about by particu lar care o r eff ort.” Webs ter ’s T hird N ew Intern ation al D icti onary 196 6. I n additio n, “cause” was d efined as “ to serv e as cau se or oc casion of: t o bri ng i nto exi sten ce.” I d. And, in Crum, we sai d that su bse ction (i) “n ecess arily impli es the ex isten ce of a third party w ho has ‘pr ocur ed or cau sed to be procur ed ’ ” a lif e ins urance pol icy on an othe r perso n. 315 Ga. at 80. So, in contex t, t o have “p rocu red or c aused to b e pr ocured ” a li fe i nsu rance contr act “upo n another individua l” wo ul d m ean that a third par ty has obtain ed, a cquir ed, or g otten poss essi on of a l ife in su rance cont ract on the l if e of anot her or ha s “ ser ve [d] as caus e” fo r obt aining s uch a contra ct. See Maslenjak v. U nited States, 582 US 33 5, 341 – 42 (201 7) (loo king to mater ially ide ntica l dictionar y definitions to conclud e that th e wo rd “pr ocur e” in a st atut ory tex t mean t “ t o obt ain ”). 4 4 We note that OCGA § 33 - 24 - 3(i) (20 06) is “written in the p assive voice” and “does not distin guish between an i ntermediary — such as a … settlement

23 We nex t tu rn to t he con tex t in wh ich th ese w ords app ear. As noted a bove, p art of th e con text o f OC GA § 33 - 24 - 3(i) (200 6) is its “statuto ry hi story an d the de cisi onal l aw in terpret ing prior ve rsion s of th e statu tory in surabl e - interes t rule.” Cr um, 315 G a. at 74. “Fr om the la te nine teenth ce ntury unt il 1960, tw o Georg ia st atut es touc hed on insura ble intere sts for life insura nce. ” Id. at 75. One of those sta tutes d efin ed a life ins uran ce cont ract as “a contra ct by whi ch th e insu rer, for a sti pul ated s um, engag es t o pay a certain amount of money if anothe r dies within the time limite d by the polic y,” a nd explain ed that “[t]he life m ay be that of the a ssu red, or of ano ther in who se con tin uance th e assu red h as an i nteres t. ” C ode Ann. 1895 § 2 114. Other statutes until 1960 contai ned an iden tical pro vision. Se e C ode A nn. 1910 § 2496; Cod e An n. 1 926 § 24 96; C ode Ann. 1933 § 56 - 901. The other statute said th at a pers on who t ook out a poli cy on h is own l ife could m ake i t pa yabl e “ to h is per son al re presen tati ve, or to his wido w, or to his childre n, or to his ass ignee. ” Code broker— and a subs equent purchaser. ” Crum, 31 5 Ga. at 8 0 n.8. See Dean v. United States, 5 56 US 568, 572 (2009) (explaini ng that the use of t he passive voice in statutory text “foc uses on an e vent that occurs without respect to a specific actor”).

24 Ann. 1 895 § 2116. See Cod e Ann. 1910 § 24 98 (same); Code A nn. 1926 § 24 98 (s ame); Code An n. 1 933 § 56 - 903 (same). Crum, 315 Ga. a t 75. I n 196 0, the Genera l Assembly repeale d all previous life ins urance st atu tes and enac ted a “ new an d comp rehensive Insu rance Code” th at “w as no mere con soli dati on or res tyli ng eff ort ”; “the Gen eral Assem bly di d no t re enact the same o r m aterial ly ident ical lan guag e from those statu tes.” Id. a t 76. “The result wa s the st atuto ry fra mework fo r ins urable i nte rests tha t now appe ars a t OCGA § 33 - 24 -3.” Crum, 315 Ga. at 76 – 77. 5 Part of the cont ext o f OCGA § 33 - 24 -3 (i) (2006) is the decisio nal law int erpre ting t he old insura ble - interest sta tutes, an d Crum laid the fram ewo rk fo r evalua ting how th at body of deci si onal law i nforms the mean ing of the new Insuran ce C ode. T here, we expl ained tha t “[b ] ecau se the General Assem bly repeal ed thos e statut es and chos e not to reenact materi all y sim ilar lan guag e, we cann ot read the n ew statutes as 5 We not e that sub section (i) of O CGA § 33 - 24 -3 (2 006) is materia lly identical to the version of the statute en acted as part of the Insurance Code of 1960. See Ga. L. 1 960 (vol. 1) at 658.

25 havi ng i ncorpo rated the body of dec isiona l law that inter preted t he old st atut ory l angu age, at l east n ot whol esale. ” Crum, 315 G a. at 77. We concl uded therefor e tha t “ if any of our body of decisi onal l aw inter preting the old st atute s informs the mea ning of the new Co de, it is beca use a rule fr om part icular dec isional la w was codifie d in the new C ode. ” Id. We look now to s ee if any of our pre - 1960 decisiona l law informs the mean ing of “procu red or cau sed t o be pro cured. ” In inter preting the mea ning of the pro vision of our prior C odes that sai d tha t the life t hat is the subjec t of an in suran ce con tra ct “may be that … of anothe r in whos e con tin uance th e assure d has an inter est, ” we held t hat it p recl uded a th ird party from “ insur [ing ] the life of another, unless he ha s a n insurab le int erest in the cont inuance o f the life of that oth er.” Union Frater nal Leag ue v. Walton, 109 Ga. 1, 3 (1899). This pro hibitio n against insuring the life of anot her (unle ss there is the requ ired in surabl e inte rest) clea rly p rohibi ts a p erson from unilatera lly t aking out a life insurance policy on anothe r and thus precl udes the quintes sentia l “wager” on a human lif e that t he

26 insura ble - interes t rul es w ere d esi gned t o prev ent. S e e Cr um, 315 Ga. at 70 – 72. T his decis ional law is co dified in OCGA § 33 - 24 -3 (i) (200 6), w hich provid es tha t any p olicy that a person pro cures or causes to be pr ocu red on t he l ife of an other i s v oi d (a gain, unle ss ther e is an insura ble inter est). Moreov er, some of ou r pre - 1960 cases more b roadly deal t wit h a thir d part y’s involve ment wit h “insuring ” the lif e o f anot her. For exam ple, in Rylander v. A llen, relying o n the pr inciple that “ o ne canno t do indir ectly what the la w prohibits him from doing d irect ly, ” we conclud ed that the rule that “ it is unla wful f or a person to effect insura nce upo n the life of anot her in the c ontinuanc e of who se life he has no intere st ” could n ot be e vaded “ by th e issu e of a pol icy t o one who ha s an insurab le interest, a nd its immedia te assignme nt, pursu ant t o a pr econc eiv ed inten t, to on e wi thout s uch inte rest, who undert akes t o pay the pr emiu ms for h is ch ance o f p rofit u pon h is invest ment.” 125 Ga. 206, 216 –1 7 (1906). Ryl ander thus eq uat ed t he “imm ediate assig nment” of a p oli cy by the i nsured to a third par ty, pursu ant to a “pre concei ved i nt ent,” along with the pay ment of

27 pre miums by t he third p arty, with “effe cting” insu rance on the life of anot her and said t hat this typ e of assignme nt would be void a s a “cover for a w age r pol icy.” Id. at 211, 216 – 21 7. T he Ryla nder court did no t purport to set o ut an exhaust ive list of circumst ance s that might indic ate t hird party invo lvement in ob taining a lif e insura nce polic y. Similar ly, in Walton, 109 Ga. 1 (18 99), we exp lained tha t “ a polic y issued to one upon his own life, if he be merely t he agent of anot her, who is witho ut in terest, for whos e benefit t he insuranc e is thus ta ken, although up on the fac e of it is payable to such perso n, is void” an d th at “ one may ins ure his life, and make the a mount of the policy paya ble to w hom he p leas es, pr ov ided the cont ract is n ot m ade at th e expen se a nd fo r the ben efit o f the pers on design ated as t he benefi ciary, as a cover for a me re wag ering contr act.” 109 Ga. at 7. Walton, like R ylander, equat ed cert ain circumst ances — the ins ured being the agent of anothe r and a third party pay ing for the contra ct — with a third party effec ting insur ance on the lif e of anothe r. Ag ain, h owever, the Wal ton co urt did not purpo rt to say

28 that th ese cir cumst ances were exh austi ve an d was not asked t o analy ze those ci rcumstan ces i n the cas e be fore it, as the policy the re was not a “ cover for a w ager pol ic y,” because the insured obtai ned the po licy on his own lif e, paid for it, and dire cted th at it be paid to a third pa rty bas ed on hi s go od wi ll. Id. at 9. Finally, in Crum, we describe d cas es li ke Ryla nder a nd Walton as ones in whi ch th e insured acts as a “straw man” for a th ird par ty, Crum, 315 Ga. at 78 - 79, a nd sugges ted that, b ecau se OCGA § 33 - 24 - 3(e) (1995) “implies the existe nce of a thir d party who has ‘procu red or caus ed t o be pr ocure d’ a p olicy on the li fe of ‘an other individ ual,’ ” it ca rried forw ard the “ ‘st rawm an’ v ersi on of the ‘co ver for a wage r pol icy ’ provi so ” of Walto n a nd Ry lander in to t he 1 960 Insu rance Cod e. Crum, 315 Ga. a t 78 – 80. We thus conc lude that those cases inform the meaning of OCGA § 33 - 24 - 3(i) (2006). I n Crum, however, we did not discuss wha t circum stan ces, f rom t hose cases or oth erwis e, wou ld be r elev ant t o determining when a third party “ pro cured o r cau sed t o be p rocur ed” a l ife i ns urance cont ract on the life of anothe r. Cr um, 31 5 Ga. at 79 – 80.

29 Consid ering t he ordin ary usage of “procur ed or ca used to be procu red” and the r elevan t contex t, we co nclude that t he “ proc ured or caused to be pro cure d” language of OCGA § 33 - 24 -3 (i) (2 006) means that a th i rd party ha s effecti vely obtain ed or acquired a life ins urance cont ract on th e l ife of a nother or ha s “ ser ve [d] as ca use” for obta ining such a contra ct, when c ircums tances indic ate t hat the insure d is act ing as a n instrumenta lity for a thi rd party. 6 In o ther word s, the ult imate question is who obtain ed the pol icy. See PH L Varia ble In s. Co. v. Pri ce D awe 2 006 In s. Tr ust, ex r el. Christia na Bank & Tr ust Co., 28 A3d 105 9, 10 76 (D el. 2011) (interpre ting mater ially ide ntica l provisio n). Furth er, w e con clu de that a th ird party m ay b e s aid t o have pro cured or c aused to be pro cured a li fe insura nce cont ract on the life of ano ther eve n if the person w hos e life is insured playe d some par t in the transa ction, if t hat ins ur e d is ultimat ely det ermined to be me rely an age nt or st rawman for the 6 We emph asize that the “‘stra wman’ version of the ‘ cover for a wager policy’ proviso,” Cru m, 315 Ga. at 80, under OCGA § 33 - 24 - 3(i) (2006) contains two parts — a third party proc uring a life insurance policy on the life of another or causing a pol icy to be procur ed and the lac k of an insurable interest — a nd that here we are onl y dealing with the first issue.

30 third party. In addr essing t his questio n, many circumst ances co uld be rel evan t, includ ing those d iscussed in Walton and Ryl ander, b ut befor e discu ssin g thos e circum sta nces, w e wil l add ress cont ention s by Wilm ington Tr ust and Ame ritas. Wilmingto n Tru st, relying pr imarily on Bur ton v. John Hancoc k Mut. Ins. Co., 164 G a. A pp. 592 (198 2), a rgu es tha t if an ins ured con sents to a poli cy and partic ipate s in the applic atio n proces s, then the insured a lone has procur ed the poli cy regar dless of the rol e a th ird p arty m ay h ave played in t he issuanc e of t he policy. But the Burton c ourt did not gra pple with t he mea ning of t he phras e “procu red o r caus ed to be procu red,” and when concluding t hat the insure d procur ed the policy, it did not discus s how the role o f a third party w ho w as p resen t at on e of the me etin gs wi th th e in surance agent fac tore d in to the ev aluation of the procu reme nt qu esti on. Se e id. at 593 – 96. In any event, w e c oncl ude th at th e ru le prop osed by Wilmingto n Trust is too narrow. Although the fact that an i nsu red consen ts to a pol icy o r parti cipates t o some ext ent in the a ppli cati on proces s is releva nt to dete rmin ing w ho “p rocu red ” the policy or

31 “caus ed” it “to be pro cure d,” it s hou ld n ot exclu de fro m con sider ation steps that a th ird par ty has t aken that cou ld b e said to have “ caus e d ” the pol icy “to be pro cure d.” In this rega rd, there is nothing in the sta tutory languag e that ind icates t hat t he per son wh o procu res a policy and th e person who causes the poli cy to be p rocured must be the same pe rson. In fact, t here m ay well be mu lti ple pe ople w ho cause the p rocuri ng of a pa rticul ar policy. Ameri tas also argues for a na rrow positi on, contend ing t hat a court should lo ok so lely to who paid t he pre mium in d eterm ining the procu remen t que stion and says th at, if a th ird party p ays the pre mium for the polic y, then t he policy is co nclusively proven to be “procu red or cau sed to be pr ocur ed” by the third par ty. Amerit as argues that the lang uage f rom Walt on that “ one may insur e his life, and mak e th e am ount of the p olicy paya ble to w hom he pleas es, pr ovide d the con tract is not made at the e xpen se ” of a third pa rty demons trat es th at th e paym ent of the p remium by a thi rd party est ablishes b y itself tha t the third party p rocured th e contr act o r caused it to be procu red. 109 Ga. at 7 (empha sis add ed). But Walton

32 did no t purport to set out an exhaustive list of circum sta nces to cons ider in determini ng who procur ed a lif e insura nce polic y, s ee 109 Ga. at 7, and al th ough we agree that wh o pays the pr emi um i s a relevan t ci rcum stan ce i n det ermi nin g who pro cur ed a pol icy or caused it to be pr ocur ed, we concl ud e that cons idering just t his one circum stan ce i s not consis tent with t he ordinar y underst anding of “procu red or caus ed to be procu red. ” 7 Ameri tas’ s pr opos ed ru le might mean th at a perso n who otherwi se complete s every step of the proces s of obtaining a lif e insura nce p olicy on his or her own life but borrows the premium f rom a fr iend, with t he intent t o pay it back immedia tely, could fall wit hin t he amb it of OCGA § 33 - 24 - 3(i) (200 6). For the foreg oing reason s, courts eva luating w het her a third part y has procu red or cau sed to be procu red a life insura nce contra ct on the lif e of another mus t con side r the to tality of th e circum stan ces. 7 Ameritas a lso relies on a Delaware ca se to argue that a court should look solely to who p aid the premiu m in determining wh o procured a policy, see Price Dawe, 28 A 3d at 1076, but t o the extent that Price Da we stands for this proposition, we decli ne to follow it f or the reasons given above.

33 Variou s circu mst ances cou ld be rel evan t to this inquir y, includin g who pa id the pre miums on t he polic y; who loc ated t he pot enti al insure d; who p arti cipat ed in the f orm ation o f th e poli cy; who prepar ed an d c ont rolled the content o f the rel evan t docu ments; wheth er the p oli cy was c reate d for th e ben efit of the i nsu red or inv estors; who had the p ower to nam e the truste e of a life insurance trus t if one was creat ed and who had con trol over t he trus t; the sophis ticatio n of the insur ed on financia l matter s; and the ext ent of the insur ed ’s par ti cipation in the insura nce applic atio n pro cess. See, e.g., Ryl ander, 12 5 Ga. at 217 (looking to who paid the insur ance premiu ms to d eterm ine w ho pr ocured a lif e in suran ce pol icy); Sun Life Assur ance Co. of Canada v. Wells F argo B ank, N.A., 44 F4th 1024, 10 35 (7th Ci r. 2022) (conc luding that an insur ed wa s merely an in strum ent for th ird p arty i nves tors ba sed o n, am ong oth er thin gs, th e facts that t he i nsu red’s p oli cy was part of a b road er program to secu re life in suran ce poli cies for i nv estors, tha t an advocat e for that prog ram in forme d the i nsu red abo ut th e prog ram and he lped him a pply f or an insur ance policy, a nd that the insur ed

34 could not affor d the polic y himself); Sun L ife A ssurance C o. of Canada v. B ank of Ut ah, No. 1:21 - cv - 03973 -LMM, slip o p. a t 9– 10 (N.D. Ga. Nov. 6, 2023) (con c ludin g that a v ariet y of fact ors we re relevan t to th e det ermin ation of wh o procur ed a life insur ance polic y, inc luding the fact t hat t he 75 - ye ar - old ins ured ha d decad es of experien ce in fin ancial matte rs; that he was still working in thos e areas w hen th e p oli cy was t aken o ut; t hat h e subm itted to a credi t check an d prov id ed relev ant fi nan cial and med ica l informat ion; a nd that th ere w as s ome evid ence that t he insured and not th e lender ultimat ely so ld the po licy for a profit); CMFG L ife I ns. C o. v. N a nce, No. 24 - cv - 01034 - ABA, slip op. at 9 (D. Md. Jan. 7, 2026) (ho lding that a third par ty caus ed a life insur ance poli cy t o be procure d wh ere she filled o ut the a pplicat ion, w here she tes tified that it was her and the ins ured’s intent fo r her to mana ge the polic y, where she comm unicated with the insur ance co mpany abo ut the polic y and paymen t det ail s, and wher e she pai d the m ajori ty of th e prem ium s). We note that “ [t] he ultima te inq ui ry can not be red uced t o a multi - factor tes t,” WS CE Res ort Owner, LLC v. Holla nd, 315 Ga. 691, 706

35 (202 3), and we do n ot assi gn any parti cular w eight to the various poten tial ci rcums tances. Instea d, a cour t must co nsider the tota lity of the circum stan ces and d eterm ine, in light of those c ircumsta nces, wheth er the pol ic y was effec tiv ely obt ain ed by insured hims elf or by a third party. Accordi ng ly, w e answ er the s econd ce rtified qu estion as follo ws: under Ge orgia la w, a th ird par ty can be sai d to have “procu red or caus ed to be pro cured ” a li fe ins uranc e pol icy on t he life of anothe r, ev en if the ins ured p lay ed a role, if the third part y is the one wh o e ffecti vel y obtai ned or acqu ired t he pol icy. To deter mine whethe r that is so, a court should co nsider the t otalit y of the rele vant circ umstance s, including t hose outlined a bove. 8 I f a court concl udes th at, under t hat inquiry, a third party “procu red or cau sed to be p rocured ” the poli cy on th e li fe of anothe r, the po licy is an illega l wager unless it dete rmines that, “at the ti me when the contr act was made,” “the ben efits und er the con tra ct ar e 8 We conclude that our answers to the first two certified qu estions ma ke it unnecessary to an swer the third o ne.

36 paya ble to the individua l insur ed or such indiv idual ’ s pers onal repres enta tive o r to a pers on h avin g... a n insura ble intere st in the individ ual insure d. ” OCGA § 33 - 24 - 3(i) (2006). The distric t court d id not certify a qu esti on abou t th is prov isi on and so we d o not undert ake t o con strue this req uirement. Certif ied Qu est ion s Ans w ered. All t he Just ices con cu r.