Full opinion text
AMENDED AND SUPPLEMENTAL MEMORANDUM OPINION ATLAS, District Judge. TABLE OF CONTENTS I. BACKGROUND FACTS.722 II. THE PARTIES’ BASIC CONTENTIONS.724 III. APPLICABLE LEGAL STANDARDS. o to Cn A. Standard for Motions to Dismiss. co Gi B. Summary Judgment Standard. to O* C. Texas Insurable Interest Doctrine . to IY. CHOICE OF LAW. 00 CM A. Applicable Contract Choice of Law Principles. 00 CM B. Analysis of Restatement § 6 Considerations in Insurable Interest Cases . — CO 1 1. Relevant Policies of the Forum (Texas) . —•A CO l — l (a) The Griffin Cases, Other Insurable Interest Decisions and Texas Public Policy. (b) Wal-Mart and Other Defendants’ Attack on the Current Viability of Texas Insurable Interest Doctrine. CO CO c— (c) Wal-Mart’s Contention that Texas Public Policy is Not Implicated. CO (d) Texas Insurance Code Article 21.42. 00 CO 2. Policies of Other Interested States, and the Relative Interests of The Various States in the Determination of the Insurable Interest Issues . Oí CO (a) Georgia’s Interests in Determination of the Issues. c* CO (b) Extraterritorial Enforcement of Texas or Georgia Law under Home Insurance v. Dick. 739 3. The Basic Policies Underlying the Particular Field of Law: Insurance Law. 741 4. Protection of Justified Expectations and the Need for Certainty, Predictability, and Uniformity of Result. 742 5. Needs of Interstate and International Systems and Ease in the Determination and Application of the Law to be Applied. g C. Application of Texas Contract Choice of Law Principles to Defendants’ COLI Contracts. —q 1. Restatement § 188 Principles for Contract Disputes. —j 2. Choice of Law Analysis for the Wal-Mart COLI Policies. (a) Features of the Wal-Mart Trust. (b) Place of Contracting. (c) Place of Negotiation . —3 (d) Place of Performance . —3 (e) Location of the Subject Matter of the Contract. —4 (f) Domicile of the Parties. —Q (g) Conclusion on the Choice of Law Under Restatement § 188 &§ 6. OO lo (h) The Fifth Circuit Baum Decisions. O) to 3. The Camelot COLI Policies. H to L- D. Conclusion on Choice of Law. CO to C- V. CONTENTIONS RELATED TO SIMS ESTATE’S CLAIMS. Oi A. ERISA Preemption. 1. Standard for ERISA Preemption. a 2. Relatedness to Wal-Mart’s ERISA Plan. B. Statute of Limitations. ctj 1. Length of Limitations Period. (Si 2. Accrual of the Sims Estate’s Claim. o C. AIG’s Motion to Dismiss. —d 1. Overview and Applicable Legal Standards . —«3 2. Allegations in the Complaint. —-Ti 3. Analysis . VI. CAMELOT-RELATED CONTENTIONS. -«3 A. Ripeness . -3 —3 c* 1. Declaratory Judgment Standards and the Ripeness Doctrine -q —3 -3 2. Defendants’ Ripeness Arguments . *"3 -3 <1 B. The Merits of Camelot Plaintiffs ’ Claims for Relief. —3 OO O 1. Camelot Plaintiffs’ Claim for Declaration that Camelot Defendants Lack an Insurable Interest. —•3 OO O 2. Camelot Plaintiffs’ Claim for a Constructive Trust and Ownership of the COLI Policies.. 00 (a) COLI Policy Proceeds Upon a Plaintiff’s Death . <1 00 ^ (b) Living Plaintiffs’ Remedies. 00 cn VIL CONCLUSION AND ORDER . ..791 The parties in this case dispute the validity of corporate-owned life insurance policies purchased by employers on the lives of their employees and former employees. Plaintiffs are Texas citizens suing as representatives of a putative class of individuals, and estates of individuals, who worked for Defendant Camelot Music, Inc. (“Camelot”) and Trans World Entertainment Corporation (“Trans World”) (collectively, the “Camelot Defendants”) and Wal-Mart Stores, Inc. (“Wal-Mart”). These companies, collectively referred to as the “Employer Defendants,” are named in this action as representatives of a putative class of employers who purchased corporate-owned life insurance policies (“COLI policies”) insuring the lives of Texas citizens. The Employer Defendants purchased these life insurance policies from various insurance companies, including Hartford Life Insurance Company (“Hartford”) and AIG Life Insurance Company (“AIG”). The Court has before it several motions. The Camelot Defendants move to dismiss Plaintiffs’ claims in their entirety. The Camelot Defendants also move for summary judgment. Plaintiffs have cross-moved for partial summary judgment against the Camelot Defendants. Defendant Wal-Mart moves for summary judgment on the claims against it. The Wachovia Bank of Georgia, N.A. (“Wacho-via”), as trustee (“Trustee”) for Defendant Wal-Mart Stores, Inc. Corporation Grant- or Trust (“Wal-Mart Trust”), seeks summary judgment in its favor. Defendant Hartford also moves for summary judgment. Defendant AIG moves to dismiss and for summary judgment. The Court heard argument on these motions on September 7, 2001 and January 11, 2002. The parties submitted supplemental materials after the January 11 Hearing. On March 5, 2002, the Court issued an opinion exhaustively addressing the parties’ contentions in the original motions. The Court granted some aspects of certain parties’ motions and denied others. Wal-Mart then filed a motion seeking reconsideration of the March 5th Opinion. Plaintiff Sims Estate has responded, and that Motion is ripe for adjudication. The Court granted Wal-Mart’s Reconsideration Motion on August 2, 2002. The Court has reconsidered all the parties’ submissions, the entire record, and the applicable authorities, the Court again grants some aspects of certain parties’ motions and denies others. This Amended and Supplemental Memorandum Opinion (“Amended Opinion”) modifies various rulings in the March 5th Opinion as to both the Wal-Mart Defendants and the Camelot Defendants. This Amended Opinion supersedes the Court’s March 5th Opinion, which is withdrawn. I. BACKGROUND FACTS This case is an uncertified class action that involves a dispute over the rights to benefits from company-owned life insurance policies. Plaintiffs Scott Mayo, Tori-bio Rochas, Jr., Tomas Pena, Daniel Garza, and Charles W. Holmes, Jr. are Texas citizens who were employees of Defendant Camelot (collectively, sometimes referred to as the “Camelot Plaintiffs”). Another Plaintiff is the Estate of Douglas Sims (“Sims Estate”), which is represented in this action by Deborah Sims, the independent executrix of the Sims Estate and a Texas citizen. Douglas Sims was a Texas citizen who worked for Defendant Wal-Mart until his death on December 1, 1998. Defendant Camelot was a Pennsylvania corporation. Camelot was acquired in December 1997 by Defendant Trans World, a New York corporation with its principal place of business in New York. Defendant Wal-Mart is a Delaware corporation with its principal place of business in Arkansas. Defendant Wal-Mart Stores, Inc. Corporation Grantor Trust (“Wal-Mart Trust” or the “Trust”) was established by Wal-Mart in Georgia and is represented in this action by its trustee, Defendant Wachovia, a bank that was originally located in Georgia. Defendant Hartford is a Connecticut insurance company with its principal place of business in Connecticut. Defendant AIG is a Delaware insurance company with its principal place of business in Delaware. Camelot employed the Camelot Plaintiffs during the 1980s and 1990s. All Camelot Plaintiffs ceased their employment with Camelot by 1998. Wal-Mart employed Douglas Sims from 1987 until his death in December 1998. The subject of this case is the validity of COLI policies, insurance policies purchased and owned by the Employer Defendants on the lives of their employees. These policies, respectively, list the employers as the sole beneficiaries. As explained by Hartford, the employers borrowed money from the insurers to pay the COLI policy premiums. The employers claimed the interest paid on these loans as tax deductions. The employers also earned non-taxable interest through the COLI policies. Upon the death of an insured employee, the employer beneficiary used the death benefit it received from the COLI policy to repay the premium loans and cover other expenses, at its option. On February 16, 1990, Camelot purchased from Mutual Benefit Life Insurance Company (“Mutual”) COLI policies on the lives of all of its employees who worked more than twenty hours per week. Camelot and/or Trans World is the beneficiary of these policies. Plaintiffs allege that Camelot purchased the policies in secret and did not request permission from its employees. The policies remained in effect until after the Court’s March 5th Memorandum Opinion. On or about December 30, 1993, Wal-Mart bought COLI policies from Hartford for its salaried employees and from AIG on the lives of its hourly employees, including Douglas Sims. The policies were made effective as of December 28, 1993, for administrative convenience. The Wal-Mart Trust received the proceeds of the COLI policies on each insured employee or former employee who died and remitted the proceeds to Wal-Mart. Plaintiffs allege that Wal-Mart purchased these policies in secret and that Douglas Sims never knowingly consented to the purchase. Wal-Mart asserts that it purchased the COLI policies only on employees who were members of its employee benefit plans. Wal-Mart contends that it gave notice to plan members of the company-owned insurance policies on the members’ lives through a written flyer that invited members to opt out if they chose. Wal-Mart argues that its flyer served as formal notice of the existence of the COLI insurance and also constituted Wal-Mart’s offer to each employee to pay a “Special Death Benefit” of $5,000 to $10,000 from the COLI policy proceeds to the estates of the employee upon his/her death. The Special Death Benefit was never paid to the Sims Estate because Wal-Mart discontinued that benefit before Sims died. Wal-Mart surrendered all its COLI policies in January 2000, after Sims died. It is undisputed that the Insurer Defendants developed the concept and marketed the COLI policies to employers. Plaintiffs contend that the COLI policies were a tax avoidance scheme that was challenged by IRS. On the other hand, Defendants contend that the COLI policies had a legitimate use, to fund employee benefit plans and other employer expenses incurred upon the death of the insured. II. THE PARTIES’ BASIC CONTENTIONS Plaintiffs’ essential contention is that the COLI policies are contrary to Texas public policy because the Employer Defendants do not have an “insurable interest” in their lives. Plaintiffs seek to certify two classes of parties. First, Plaintiffs request certification of a plaintiff class that consists of: All Texas citizens (or if deceased, the Texas citizen’s estate) whose lives are or were insured under a COLI policy issued by AIG Life Insurance Company, Mutual Benefit Life Insurance Company or Hartford Life Insurance Company that purportedly named an employer or former employer as the pokey’s beneficiary or owner, excluding those who are current officers of the named policy beneficiary or owner (or if deceased, those who were officers of the policy beneficiary at their death) and those who designated the policy’s beneficiary. Complaint, at 11. Second, Plaintiffs request certification of an Employer Defendant class of: [C]ompanies that bought insurance policies written by AIG Life Insurance Company, Mutual Benefit Life Insurance Company or Hartford Life Insurance Company, that insure or insured the lives of Texas employees other than corporate officers and name the company as beneficiary or owner. Id. As their remedy, Plaintiffs seek ownership and all benefits of the COLI policies. Specifically, Plaintiffs request a declaration, under 28 U.S.C. § 2201, that (i) the Employer Defendants do not now have and never have had an “insurable interest” in the lives of their employees, as insurable interests are defined by Texas law; (ii) that the Employer Defendants are not the lawful owners of the COLI polices; and (iii) that Plaintiff employees are the “lawful owners” of the COLI policies, with all rights of the “owner” as defined in the policies. Plaintiffs seek a final judgment “providing remedies necessary to give the declarations force and effect,” which Plaintiffs define as a final judgment (i) placing the polices and all benefits from the policies in a constructive trust for the benefit of Plaintiffs; (ii) awarding “money identifying the amount held in constructive trust by members of the defendant-employer class for the benefit of the plaintiffs and members of the plaintiff-insured person class”; and (iii) disgorging the “money unjustly had and received by members of the defendant-employer class through the [COLI] policies in issue.” Complaint, at 12-18. Defendants assert numerous defenses to Plaintiffs’ claims. First, all Defendants contend that Plaintiffs’ claims are founded upon Texas law, but Georgia law governs this case and Plaintiffs cannot state a cause of action under Georgia law. Defendant Wal-Mart also contends that Plaintiffs’ claims are preempted by Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (“ERISA”). Defendant AIG (joined by Wal-Mart) contends that the claims of Plaintiff Sims Estate are time-barred since the COLI policy sold to Wal-Mart on Sims’s life was created in December 1993 and Wal-Mart gave Sims notice of the existence of the insurance at about that time. Defendant AIG also argues that the Sims Estate has failed to state a claim under the insurable interest doctrine and moves to dismiss these claims. The Camelot Defendants contend that the Camelot Plaintiffs’ claims are not ripe, since these Plaintiffs all are still living, and their causes of action accrue only when the death benefits under the COLI policies are payable. Finally, the Camelot Defendants contend that the Camelot Plaintiffs’ claims are not legally viable because the Texas insurable interest doctrine does not provide a remedy to living insureds and does not allow reformation of the insurance contract. Each of these matters will be addressed in turn. III. APPLICABLE LEGAL STANDARDS The parties have filed numerous motions to dismiss and motions for summary judgment. The Court notified the parties at the January 11, 2002 conference that if documents or other evidence outside of the pleadings had been submitted in connection with a motion to dismiss, the Court intended to convert the motion, if appropriate, to a motion for summary judgment. See Fed.R.CivP. 12(b). The Court therefore permitted the parties to make additional submissions. A. Standard for Motions to Dismiss A motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure is viewed with disfavor and is rarely granted. Kennedy v. Tangipahoa Parish Library Bd. of Control, 224 F.3d 359, 365 (5th Cir.2000). The complaint must be liberally construed in favor of the plaintiff, and all facts pleaded in the complaint must be taken as true. Zephyr Aviation, L.L.C. v. Dailey, 247 F.3d 565, 573 (5th Cir.2001). The district court may not dismiss a complaint under Rule 12(b)(6) “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); Southern Christian Leadership Conf. v. Supreme Court of Louisiana, 252 F.3d 781, 786 (5th Cir.2001). Thus, the Court must determine whether the complaint states any valid claim for relief in the light most favorable to the plaintiff and with every doubt resolved in the plaintiffs behalf. Lowrey v. Texas A & M Univ. Sys., 117 F.3d 242, 247 (5th Cir.1997). Furthermore, a plaintiff must plead specific facts, not mere conclusory allegations or unwarranted deductions of fact, in order to avoid dismissal for failure to state a claim. Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498, (5th Cir.2000). B. Summary Judgment Standard In deciding a motion for summary judgment, the Court must determine whether “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir.1994) (en banc); Boze v. Branstetter, 912 F.2d 801, 804 (5th Cir.1990). Material facts are those facts “that might affect the outcome of the suit under the governing law.” Smith v. Brenoettsy, 158 F.3d 908, 911 (5th Cir.1998). The facts are to be reviewed with all “justifiable inferences” drawn in favor of the party opposing the motion. Morris v. Covan World Wide Moving, Inc., 144 F.3d 377, 380 (5th Cir.1998). However, factual controversies are resolved in favor of the nonmovant “only when there is an actual controversy — that is, when both parties have submitted evidence of contradictory facts.” Laughlin v. Olszewski, 102 F.3d 190, 193 (5th Cir.1996). The party moving for summary judgment has the initial burden of demonstrating the absence of a material fact issue with respect to those issues on which the movant bears the burden of proof at trial. The movant meets this initial burden by showing that the “evidence in the record would not permit the nonmovant to carry its burden of proof at trial.” Smith, 158 F.3d at 911. The burden then shifts to the nonmov-ant to demonstrate that summary judgment is inappropriate. See Morris, 144 F.3d at 380. This is accomplished by producing “significant probative evidence” that there is an issue of material fact so as to warrant a trial, see Texas Manufactured Hous. Ass’n v. Nederland, 101 F.3d 1095, 1099 (5th Cir.1996); Taylor v. Principal Financial Group, Inc., 93 F.3d 155, 161 (5th Cir.1996); Transamerica Ins. Co. v. Avenell, 66 F.3d 715, 718-19 (5th Cir.1995); Forsyth v. Barr, 19 F.3d 1527, 1533 (5th Cir.1994), and that is “sufficient to support a jury verdict.” Morris, 144 F.3d at 380; Doe v. Dallas Indep. School Dist., 153 F.3d 211, 215 (5th Cir.1998). This burden is not met by mere reliance on the allegations or denials in the non-movant’s pleadings. E.g., Morris, 144 F.3d at 380. Likewise, “unsubstantiated or conclusory assertions that a fact issue exists” do not meet this burden. Id. Instead, the non-moving party must present specific facts which show “the existence of a ‘genuine’ issue concerning every essential component of its case.” Id. Dispute about a material fact is genuine only if evidence is such that reasonable a jury could return a verdict for nonmoving party. Stafford v. True Temper Sports, 123 F.3d 291, 294 (5th Cir.1997); Hanks v. Transcontinental Gas Pipe Line Corp., 953 F.2d 996, 997 (5th Cir.1992). In the absence of any proof, the Court will not assume that the nonmovant could or would prove the necessary facts. McCallum Highlands, Ltd. v. Washington Capital Dus, Inc., 66 F.3d 89, 92 (5th Cir.), revised on other grounds upon denial of reh’g, 70 F.3d 26 (5th Cir.1995); Little, 37 F.3d at 1075. Rule 56 mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a sufficient showing of the existence of an element essential to the party’s case, and on which that party will bear the burden at trial. Little, 37 F.3d at 1075. C. Texas Insurable Interest Doctrine “[I]t is against the public policy of the State of Texas to allow anyone who has no insurable interest to be the owner of a policy of insurance upon the life of a human being.” Griffin v. McCoach, 123 F.2d 550, 551 (5th Cir.1941); see Cheeves v. Anders, 87 Tex. 287, 28 S.W. 274, 275 (1894); Tamez v. Certain Underwriters at Lloyd’s, London, International Accident Facilities, Inc., 999 S.W.2d 12, 16-17 (Tex. App.—Houston [14th Dist.] 1999, pet. denied); accord DeLeon v. Lloyd’s London, Certain Underwriters, 259 F.3d 344, 350 (5th Cir.2001). Put another way, the “State of Texas has established a fixed policy with reference to its own citizens, by and through which it refuses to permit one who has no insurable interest in a living person to be and become the beneficiary in an insurance policy written on the life of such living person.” Cole v. Browning, 187 S.W.2d 588, 593 (Tex.Civ.App.—Ft. Worth 1945, writ ref'd w.o.m.) (citing Cheeves v. Anders, 87 Tex. 287, 28 S.W. 274 (1894)). The doctrine has been defined more specifically to provide that a putative beneficiary only has an insurable interest in the life of another where the beneficiary is (1) so closely related by blood or affinity that he wants the other to continue to live, irrespective of the monetary considerations; (2) a creditor; [or] (3) one possessing a reasonable expectation of pecuniary benefit or advantage from the continued life of another. Drane v. Jefferson Standard Life Ins. Co., 139 Tex. 101, 161 S.W.2d 1057, 1058-59 (1942); Tamez, 999 S.W.2d at 17; Stillwagoner v. Travelers Ins. Co., 979 S.W.2d 354, 360-61 (Tex. App.—Tyler 1998, no pet.); accord DeLeon, 259 F.3d at 350. Since the mid-1950’s, Texas statutory law has permitted an individual to designate his own beneficiary — even if that beneficiary otherwise lacks an insurable interest under common law. Tex.Ins.Code, art. 3.49-1, §§ 1, 2, 3, 5 (eff. Jan. 1, 2000). Long-standing Texas law also allows an employer to obtain death benefit from so-called “key-man” life insurance on an employee crucial to its business. Tamez, 999 S.W.2d at 18 n. 4 (citing Tex.Ins.Code, art. 3.49). IV. CHOICE OF LAW Defendants all raise a threshold choice of law issue. Defendants argue that Georgia law — which Defendants contend does not recognize Plaintiffs’ causes of action — governs this dispute. Alternatively, Defendants (led by Wal-Mart) argue that if Georgia law is not selected, then the law of Arkansas, North Carolina, or Delaware applies. In any event, Defendants contend that Texas has no material connection to the dispute and Texas law does not govern. In response, Plaintiffs argue that Texas state courts would apply the Texas common law insurable interest doctrine to Defendants’ COLI policies on the lives of Texas citizens. A. Applicable Contract Choice of Law Principles The jurisdiction of this Court is based on diversity of citizenship. 28 U.S.C. § 1332. In diversity cases, federal courts must apply the conflict of law rules of the state in which they sit. Klaxon v. Stentor Electric Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941); Denman by Denman v. Snapper Div., 131 F.3d 546, 548 (5th Cir.1998). Accordingly, this Court will apply the conflict of laws principles followed by Texas state courts. The Texas Supreme Court has adopted the “most significant contacts” test of the Restatement (Second) of Conflicts of Laws § 6 (“Restatement”) for determining all choice of law issues. Duncan v. Cessna Aircraft Co., 665 S.W.2d 414, 420-21 (Tex.1984); Minnesota Mining & Mfg. Co. v. Nishika Ltd., 953 S.W.2d 733, 735-36 (Tex.1997); Maxus Exploration Co. v. Moran Bros., Inc., 817 S.W.2d 50, 53 (Tex.1991). The Restatement provides that a court must follow, “subject to constitutional restrictions ... a statutory directive of its own state on choice of law.” Restatement § 6(1); Maxus Exploration, 817 S.W.2d at 54. Neither Plaintiffs nor Defendants assert that a statutory directive governs the outcome of the choice of law issue in this case. In the absence of a statutory directive, the Court is to consider the relevant choice of law principles in the Restatement. Id. The Restatement’s analysis commences with § 6, which sets forth the pertinent overriding principles applicable in every case: (a) the needs of the interstate and international systems, (b) the relevant policies of the forum, (c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue, (d) the protection of justified expectations, (e) the basic policies underlying the particular field of law, (f) certainty, predictability and uniformity of result, and (g) ease in the determination and application of the law to be applied. Restatement § 6(2). A more difficult question is what more specific choice of law principles also should be considered. Defendants insist that contract choice of law principles should be applied in this case because Defendants entered into contracts that are the subject of Plaintiffs’ claims. Plaintiffs do not supply any recognized alternative approach to the choice of law issue. This case, as pleaded by Plaintiffs, fundamentally involves the application — or lack thereof — of Texas’s common law on insurable interests. This doctrine arises in the context of insurance contracts. The claims in this case are not merely claims to enforce or claims for breach of insurance contracts, as in typical contract cases. Plaintiffs are not signatories to the COLI policies. Plaintiffs do not claim that Defendants are liable for breaching the terms of those contracts. Plaintiffs do not seek to enforce rights under the terms of the COLI policy contracts as written. Plaintiffs did not participate in the negotiation for the contracts. Plaintiffs did not receive or give definitive consideration for their involvement in the contracts. Defendants nevertheless contend that the resolution of the choice of law issue is strictly determined by the Texas conflict of law rules relating to contract actions. Defendants, not unexpectedly, view the dispute from their own perspective. Defendants merely want to enforce the insurance contracts that they alone signed. Defendants argue essentially that the interests of Plaintiffs, the insureds, are immaterial to the choice of law analysis. Defendants’ argument fails to account for the true nature of Plaintiffs’ claims. Defendants’ mischaracterization of the claims in dispute results in Defendants’ misapplication of pertinent choice of law principles. As noted, Plaintiffs’ role is not the ordinary participant in the formation of a contract and Plaintiffs’ causes of action do not fit the typical breach of contract rubric. Plaintiffs’ claims arise under the Texas common law insurable interest doctrine with equitable remedies sought under unjust enrichment principles. Accordingly, § 6 principles are especially important in this case. The Court also considers the factors in a “contract claim” choice of law analysis, adapted to the actual claims and defenses being asserted, because Plaintiffs seek remedies relating to Defendants’ insurance contracts, and because contract doctrines are the backdrop for many of the parties’ contentions on the merits. In contract cases, Texas courts examine the § 6 principles in' light of the parties specific “contacts” or factors listed in Restatement § 188. The pertinent contacts under § 188 are:, (a) the place of contracting, (b) the place of negotiation of the contract, (c) the place of performance, (d) the location of the subject matter of the contract, and (e) the domicile, residence, nationality, place of incorporation and place of business of the parties. Restatement § 188(2); Minnesota Mining and Mfg. Co., 953 S.W.2d at 735-36; Maxus Exploration, 817 S.W.2d at 53-54; Houston Casualty Co. v. Certain Underwriters at Lloyd’s London, 51 F.Supp.2d 789, 797 (S.D.Tex.1999). “These contacts are to be evaluated according to their relative importance with respect to the particular issue.” Restatement § 188(2). In general, it is not the number of contacts with a particular state that is determinative. Duncan, 665 S.W.2d at 421. “Some contacts are more important than others because they implicate state policies underlying the particular substantive issue.” Id. Ultimately, the “selection of the applicable law depends on the qualitative nature of the particular contacts.” Id. Once the facts pertaining to the parties’ and the dispute’s contacts with various states are established, the Court is to decide the choice of law issue as a matter of law. Id. The Court concludes, after the detailed analysis set forth below, that Texas courts would select Texas law to decide this case. Thus, the Court will apply the Texas insurable interest doctrine. The Court also rejects Wal-Mart’s contention that the law of the states of Arkansas, North Carolina and/or Delaware, states with which at least one of the parties is connected, should be applied. B. Analysis of Restatement § 6 Considerations in Insurable Interest Cases The Court addresses the basic Restatement § 6 principles first, and then considers the § 188 contacts in context. As noted, the importance of the § 6 principles is heightened in this case because Plaintiffs’ claims are not typical contract disputes. It cannot be ignored that Plaintiffs’ relationships with Defendants, the actual contracting parties, are unique in that Plaintiffs did not participate in the creation of the COLI contracts and did not meaningfully agree to the policies’ creation. 1. Relevant Policies of the Forum (Texas) (a) The Griffin Cases, Other Insurable Interest Decisions and Texas Public Policy Plaintiffs predominantly argue that the choice of law decision in this case is governed by the opinions of the United States Supreme Court in Griffin v. McCoach, 313 U.S. 498, 506, 61 S.Ct. 1023, 85 L.Ed. 1481 (1941), and the Fifth Circuit on remand in Griffin v. McCoach, 123 F.2d 550, 551 (5th Cir.1941). The Court concludes that the Griffin cases do not dispose of the issue presented by Plaintiffs’ claims, but the opinions provide valuable insight into the insurable interest doctrine and its importance as law of the State of Texas. In Griffin, the Supreme Court held that Texas courts have the constitutional authority to “refuse enforcement of an insurance contract where the beneficiaries have no insurable interest on the ground of its interference with local law.” 313 U.S. at 506, 61 S.Ct. 1023. The personal representatives of Gordon, a deceased Texas citizen, disputed the entitlement of certain named beneficiaries of a life insurance policy on Gordon’s life. Id. at 499-500, 61 S.Ct. 1023. The Supreme Court stated: It is “rudimentary”-that a state “will not lend the aid of its courts to enforce a Contract founded upon a foreign law where to do so would be repugnant to good morals, would lead to disturbance and disorganization of the local municipal law, or, in other words, violate the public policy of the state where the enforcement of the foreign contract is sought.” Id. at 506, 61 S.Ct. 1023 (citation omitted). The Supreme Court held that it would be constitutionally permissible for a Texas court to. refuse the enforcement of a foreign contract that violated local public policy embodied in the Texas insurable interest doctrine. Id. at 507, 61 S.Ct. 1023. However, the Court explained that Texas only may apply its public policy to foreign contracts that relate to “anything done or to be done within [its] borders.” Id. at 507, 61 S.Ct. 1023. The Supreme Court in Griffin did not decide whether Texas courts would apply the Texas insurable interest doctrine to foreign life insurance contracts on the lives of Texas citizens. Id. at 504, 507, 61 S.Ct. 1023. Instead, the court remanded the issue to the Fifth Circuit. Id. On remand, the Fifth Circuit implicitly concluded that Texas law applied, and interpreted the effect of the Texas insurable interest doctrine on the facts before it. Griffin, 123 F.2d at 551. The Fifth Circuit held that Texas law required the insurance proceeds to be paid to the estate of the insured, rather than the. contractual beneficiaries’ assignees who lacked an insurable interest in the life of the insured under Texas law. The Court' of Appeals gave' two reasons for its holding. First, the insurance proceeds were'in the custody of the court. Id. Second, the Court of Appeals held that “it is against the public policy of the State of Texas to allow anyone who has no insurable interest to be the owner of a policy of insurance upon the life of a human being.” Id. The Court further stated that it had “no reason to think that courts of Texas would permit citizens of other states to speculate upon the death of one of its citizens by means of contracts made without the state when the same is forbidden within its territorial limits.” Id. The Griffin decisions accurately reflect Texas precedent on choice of law and policy. For example, a Texas court in Manhattan Life Ins. Co. v. Cohen, 139 S.W. 51, 57 (Tex.Civ.App.—San Antonio 1911, writ dism’d), held that an assignment of the beneficial interest in life insurance policies on the life of a Texas citizen to one with no insurable interest was governed by Texas law. The Cohen court emphasized the importance of Texas policy by stating that, even if the assignment were governed by, and valid under, another state’s law, “it may be doubted whether, on account of its being contrary to the distinctive policy of the forum in which the suit was brought, such laws would be given effect by the courts of Texas.” Id. In Cole v. Browning, another Texas appellate court held that Texas had a legitimate governmental interest in deciding the rights to an insurance policy’s proceeds when the insured died while he and the named beneficiary under the policy were temporarily residing in Texas. 187 S.W.2d 588, 593 (Tex.Civ.App.—Fort Worth 1945, writ ref'd w.o.m.). The court held that a Texas court will apply Texas insurable interest law to all insurance policies relating to persons residing in Texas, even if these individuals are citizens of-states with contrary insurable interest law. Id. at 594. “A state may prohibit the enjoyment by persons within its borders of rights acquired elsewhere which violate its laws or public policy.” Id. at 594; accord, Bell v. Phillips, 152 F.2d 188, 190 (5th Cir.1945). (b) Wal-Mart and Other Défendants’ Attack on the Current Viability of Texas Insurable Interest Doctrine In response to Plaintiffs’ Griffin arguments, Defendants characterize-Texas policies and the insurable interest doctrine as obsolete. For example, Wal-Mart argues that the public policy of Texas is an “old common law rule that has been heavily weakened by statute.” The State of Texas has retained a commitment to thé insurable interest doctrine, although the doctrine has been narrowed over the years by the Texas Legislature. Texas courts have repeatedly refused to follow the majority rule adopted by other states that allows non-creditors- and non-family members to have an insurable interest in another’s life. E.g., Drane v. Jefferson Standard Life Ins. Co., 139 Tex. 101, 105-06, 161 S.W.2d 1057, 1058-59 (1942) (godson had insurable interest in godmother’s life only because godson had a reasonable expectation of pecuniary benefit from godmother, who made frequent and substantial gifts to godson during his lifetime); Cheeves, 87 Tex. at 291, 28 S.W. 274 (former partner of insured did not have insurable interest after leaving partnership); Tamez, 999 S.W.2d at 16-17, 19 (employer did not have insurable interest in employees); Stillwagoner, 979 S.W.2d at 360-61 (ernployer did not have insurable interest in employee); Cole, 187 S.W.2d at 593 (former wife did not have insurable interest in former husband). See DeLeon, 259 F.3d at 350 (employer did not have insurable interest in employee’s life); Griffin, 123 F.2d at 551 (assignees of insured’s former business partners and life insurance beneficiaries did. not have insurable interest). Texas courts thus have reaffirmed a strong public policy requiring the beneficiary of an insurance contract to have an insurable interest in the life of the insured under traditional restrictions, unless the Texas Legislature specifically alters the policy. Wal-Mart argues that two of the three justices’ individual opinions in a recent splintered ruling, Certain Underwriters at Lloyd’s London, D.M. v. Smith, 77 S.W.3d 859 (Tex.App.—Houston [14th Dist.] 2002, no pet.), demonstrate that the Texas insurable interest doctrine has been eviscerated or abandoned, and that earlier case law supporting the doctrine is no longer representative of Texas courts’ views or Texas public policy. In Smith, the majority decision adopted the reasoning of Tamez, a ruling by another panel of the same court, and involving the same defendant employer and the same group accidental injury and death COLI policy. In Smith, the justices in the majority were Justice Wanda Fowler, who wrote a detailed opinion, and Chief Judge Scott Brister, who issued a concurrence “reluctantly.” Chief Justice Brister acknowledged that 'stare decisis applied and that Tamez governed the outcome of the case. As in Tamez, the Smith Defendant was National Convenience Stores (“NCS”), which was trying to establish that the company had an insurable interest in the lives of employees insured under a group accidental injury and death policy the company had purchased naming itself as the beneficiary and owner. Ultimately, the Smith ruling is a reaffirmation that Tamez continues to reflects Texas law on the insurable interest doctrine to the extent the dispute does not involve circumstances governed by Texas statutes. The Smith decision was not appealed. Wal-Mart ignores the obvious fact that the Smith concurrence and the dissent have no precedential value; they represent the individual views of two Texas judges. Wal-Mart’s argument that the Smith case represents a binding — or even representative — explanation of the insurable interest doctrine is unfounded. If anything, Smith establishes that Texas courts continue to apply that doctrine unless specifically directed by Texas statute that the doctrine does not apply. Wal-Mart’s argument, based on Smith, that Texas courts fundamentally have abandoned the insurable interest doctrine is unpersuasive. Wal-Mart contends that the Texas Legislature’s enactment of laws to alter the traditional insurable interest doctrine demonstrates that the doctrine lacks viability. The Legislature’s modifications of the common law insurable interest doctrine have been slow and careful. In 1921, the Legislature enacted article 5048 of the Texas Civil Statutes, which was recodified in 1951 as article 3.49 of the Texas Insurance Code. This provision provides that a corporation or other business may be named a beneficiary in any life insurance policy, and these beneficiaries have an insurable interest in the fives of their officers and stockholders. Tex.INS.Code, art. 3.49 (Vernon 2000). In effect, article 3.49 allows a business to benefit from insurance on the fives of individuals that are deemed most significant to the business. The Legislature explicitly permitted these rights to apply to existing policies that already had designated the enumerated categories of people as beneficiaries. This provision is significant for what it did not address; article 3.49 does not authorize companies and partnerships to be an owner of the policy. This statute is inapplicable in this case because Douglas Sims was not a stockholder, officer or partner of Wal-Mart. In 1953, the Legislature enacted article 3.49-1 of the Texas Insurance Code. That statute was amended again in 1999. Contrary to prior case law, the Legislature mandated that insureds of new or existing fife insurance policies could grant — in writing — an insurable-interest to any person or entity by naming them as a beneficiary or owner of the fife insurance policy. The Legislature set forth its intentions with respect to its new statute and prior case law in two clauses in section 4 of article 3.49-1. Section 4 provided that “provisions of this Act are cumulative of existing law in Texas, statutory and otherwise, on the question óf insurable interest,” and this “Act shall be liberally construed to effectuate its purposes, and its provisions are not to be limited or restricted by previous declarations or holdings of the Courts of Texas defining the term insurable interests.” In 1999, the-Legislature amended article 3.49-1, to add a significant provision, which was codified as a new. section 3 (and renumbered the prior sections 3 and 4 to be sections 4 and 5, respectively). Under new section 3, after January 1, 2000, any adult in Texas may consent in' writing to the “purchase” of, or the “application” for, a group or individual life insurance policy on that person’s life, which insurance is purchased or applied for by a third party. In addition, the insured may, “in such written document consent to or designate” “any person” or entity as the beneficiary or owner of the policy. Upon such written consent or designation by the insured, the designated beneficiary and/or owner shall “at all times thereafter have an insurable interest in the life of the insured.” Finally, in 2001, the Legislature voted to repeal article 3.49-1 effective June 1, 2003, apparently as part of a massive repeal of the Insurance Code. Thus, the Texas Legislature, after gaining some experience with the broader rights given to Texas insureds in 1953, granted Texas residents the right — after January 1, 2000 — to consent in writing to third parties’ acquisition of new group insurance on their lives (Id. art. 3.49-1, § 3), so long as each insured consents to or designates the beneficiary and owner. This provision was not made retroactive. The Legislature thus carefully limited its enlargement of insureds’ options. Thus, the, new statutorily-based flexibility granted to insureds does not represent, as Wal-Mart suggests, a wholesale rejection of longstanding Texas public policy and case law. The Court is also unpersuaded for other reasons by Wal-Mart’s new arguments, based on the Smith case, that prior Texas public policy on insurable interest, was abandoned by the Legislature’s 1999 amendment to article 3.49-1. Defendants’ conduct in issue occurred long prior to the 1999 amendments, even if the legislation represented a material shift in Texas public policy. Further, the statute since 1953 has provided that the “Act” is to be given “liberal construction.” This language dictates that the statute, as written, be given full (“liberal”) effect, not that the statutory provisions should be given effect beyond the Legislature’s expressed intent. The Legislature limited insureds’ right to allow a third party to purchase group insurance to insurance applications and purchases after January 1, 2000. The Legislature was aware of the issues presented by the Texas insurable interest doctrine when applied in a corporate context from the 1998 decision in Stilhvagoner and other cases that preceded the 1999 amendments to article 3.49-1. It is not the r.ole of a federal court sitting in diversity to ignore longstanding and consistently applied Texas legal authorities. The Court declines Wal-Mart’s invitation, made under the guise of interpreting current Texas public policy, to expand recent legislative enactments beyond their express language. Accordingly, the Court rejects Defendants’ arguments that the traditional Texas insurable interest doctrine is “obsolete.” (c) Wal-Mart’s Contention that Texas Public Policy is Not Implicated Wal-Mart also argues that Texas public policy on insurable interests is not implicated in this case because Wal-Mart’s purchase of COLI policies provided no financial incentive to Wal-Mart to take the lives of its employees and thus “the relevant Texas public policy should have no interest in applying the Texas insurable interest rule to COLI insurance contracts made in the other 49 states.” Wal-Mart essentially asserts that Wal-Mart had no financial incentive for its insured employees to die quickly. Wal-Mart’s argument that Texas public policy is not implicated fails for two reasons. First, Wal-Mart’s argument assumes a favorable ruling on the merits of this case, ie., that the Wal-Mart COLI policies do not violate Texas insurable interest law. Indeed, Wal-Mart cites no authority for its singularly outcome determinative approach. The Court must consider the nature of the claims Plaintiffs assert in deciding the threshold choice of law issue. Plaintiffs’ claims directly implicate the Texas insurable interest doctrine. The Court need not decide the merits of the parties’ arguments about application of that doctrine in order to decide the choice of law issue. Second, the parties’ evidence does not support Wal-Mart’s position that its COLI policies, as a matter of law, did not create an incentive in Wal-Mart for the death of the insureds. Wal-Mart largely relies on á single paragraph in an affidavit by Lee A. Nystrom, a representative of the insurance broker on the Wal-Mart COLI policies, National Benefits Group, Inc. (“NBG”). The record establishes that the COLI insurance contracts involved intricate financial arrangements that included inter alia loans by the insurers to the Employer Defendants to pay some or all of the insurance premiums, Employers’ income tax considerations, and actuarial analyses. The evidence that Wal-Mart and the Camelot Defendants have submitted on the numerous pending motions reveals that the factual issue of the net benefits Wal-Mart hoped to obtain is highly complex. Nystrom, one of Wal-Mart’s insurance brokers, gives only tentative testimony; he stated that “[i]t is my belief that the COLI policies provided no financial incentive for the Trust or Wal-Mart to have the insureds die sooner rather than later.” Nothing in the record demonstrates that Nystrom was privy to Wal-Mart’s proprietary financial matters. Moreover, Wal-Mart has produced from its own corporate ranks no evidence on the financial effects or mechanics of the policies. Wal-Mart’s evidence is patently insufficient to establish that Wal-Mart was financially better off paying premiums to the insurer over many years while the insureds were alive than Wal-Mart would have been if it paid only one or two years of premiums and received the full death benefits under the policies. The oversimplified averments on which Wal-Mart.re-lies raise more questions than they answer,, and are not probative evidence.that the Texas insurable interest doctrine should not apply in the choice of law determination. (d) Texas Insurance Code Article 21.42 Hartford attacks the applicability of the Texas insurable interest doctrine in a different manner. Hartford argues that article 21.42 of the Texas Insurance Code expresses the state’s current policy to limit the extraterritorial application of Texas law. Article 21.42 provides in relevant part: Any contract of insurance payable to any citizen or inhabitant, of this State by any insurance company or corporation doing business within this State shall be held to be a contract made and entered into under and by virtue of the laws of this State relating to insurance. Hartford argues that “Article 21.42 is designed to ensure only that Texas law will apply to contracts made between Texas citizens and insurance companies doing business in Texas, • when and only when those contacts are made in the course of the company's Texas business,” and thus the Texas Legislature intended to exclude COLI policies payable to beneficiaries outside Texas. This argument is rejected. First, there is nothing in Article 21.42 to support the inference that the Texas Legislature, in enacting Article 21.42, intended to repeal by implication the longstanding, prophylactic common law insurable interest doctrine. The Texas Legislature by Article 21.42 expressed its intent to expand Texas regulatory authority to foreign entities doing business in Texas, who elect to pay or designate beneficiaries who live in or are citizens of Texas. There is no basis to conclude that this legislative decision represents an intention by Texas to abandon silently the insurable interest doctrine that protects its citizens in a different circumstance, namely, when the insured, rather than the beneficiary, is the Texas resident. The Court therefore rejects Defendants’ attempt to discount the Texas insurable interest doctrine as obsolete oí-as limited by Article 21.42. 2. Policies of Other Interested States, and the Relative Interests of the Various States in the Determination of the Insurable Interest Issues (a) Georgia’s Interests in Determination of the Issues Defendants argue that Georgia has a stronger interest than Texas in the application of its public policy. Defendants also posit that enforcement of the Texas policy in this case will infringe Georgia’s public policy. These contentions are not persuasive. Nothing in the record establishes that the State of Georgia per se has an interest in enforcing its laws in Texas as to Texas inhabitants. Indeed, Defendants fail to answer meaningfully the question why the Georgia Legislature or Georgia citizens care if an employer (in or outside of Georgia) is prohibited from obtaining insurance on the life of its Texas employees. There is no indication that the State of Georgia intended this result when adopting its insurable interest statutes. (a) Defendants’ analysis, taken to its logical conclusion,- is that the state of Georgia unilaterally may authorize any company or person that arbitrarily or artificially creates some connection to that state to abrogate contrary public policy in one or. more of the remaining forty-nine states. Under the Employer Defendants’ respective theories, in order to impose Georgia’s law on other states, an employer need only purchase a COLI policy covering its employees nationwide, while the employer’s representatives signing the documents are physically present in Georgia (as Camelot did), or may simply purchase the insurance through a legal entity created solely for the purpose of invoking Georgia, law (as Wal-Mart did). Georgia’s Legislature has not exhibited any intent to go so far. Moreover, there is no meaningful public policy that has been articulated on behalf of Georgia that would be advanced by condoning Defendants’ actions in this choice of law analysis. In any event, the United States Supreme Court long ago ruled in Griffin, that a Texas court is not obligated to give effect within the State of Texas to the laws of other states if those laws violate fundamental Texas public policy. A “state is not required to enforce a law obnoxious to its public policy.” Griffin, 313 U.S. at 507, 61 S.Ct. 1023. (b) Extraterritorial Enforcement of Texas or Georgia Law under Home Insurance v. Dick Defendants alternatively argue, relying on Home Insurance Co. v. Dick, 281 U.S. 397, 50 S.Ct. 338, 74 L.Ed. 926 (1930), that the extraterritorial application of the Texas insurable interest doctrine in the case at bar “raises serious Constitutional questions involving due process”. This argument lacks-merit. Home Insurance involved a property damage claim for coverage under insurance issued in Mexico by a Mexican underwriter of a tugboat that operated outside the United States. The insurance was owned and negotiated by a person 'while living and working in Mexico. Neither the insurance contract, the subject-matter of that contract, nor the parties had any mean-ingfiil contacts with - Texas. The Supreme Court ruled that “[a] state may of course prohibit and declare invalid the making of certain contracts within its borders. Ordinarily, it may prohibit performance within its borders, even of contracts validly made elsewhere, if they are required to be performed within the state and their performance would violate its laws.” Home Insurance, 281 U.S. at 407, 50 S.Ct. 338 (emphasis added). The Home Insurance ruling thus, if anything, supports Plaintiffs’ position, not Defendants’. In addition, the Supreme Court decided Home Insurance eleven years before its Griffin decision. In Griffin, as discussed above, the Supreme Court specifically held that it would be constitutionally permissible for Texas to apply its insurable interest doctrine to a foreign contract. See Griffin, 313 U.S. at 507, 61 S.Ct. 1023. Thus, Defendants have failed to show that Georgia has a stronger interest in the disputed issues than Texas. Giving Georgia law the extraterritorial effect requested by Defendants would encroach on the Texas Legislature’s and Texas courts’ prerogatives, while not materially advancing Georgia public policy to protect its own citizens. The Court also rejects Defendants’ contention that Home Insurance controls this case or limits Texas courts’ application of the Texas insurable interest doctrine. Requiring compliance with the Texas insurable interest doctrine is not an improper extraterritorial application of Texas law. 3. The Basic Policies Underlying the Particular Field of Law: Insurance Law The issues in this case implicate the fundamental purpose of and policies underlying life insurance. Under Texas law, “the essential foundation of a life insurance policy is the life of a human being.” Gibralter Colorado Life Co. v. Taylor, 132 Tex. 328, 123 S.W.2d 318, 321 (1939). The primary purpose of life insurance is the “protection of those who would be pecuni-arily damaged by the death of the insured.” Hildebrandt v. Ames, 27 Tex.Civ.App. 377, 66 S.W. 128, 131 (Tex.Civ.App.1901, writ ref'd). Texas courts have held generally that “to permit those who would not be so damaged to receive the benefit of the policy would be to defeat the purpose and intent of the contract.” Id.; accord, Hansen v. Blackmon, 169 S.W.2d 955, 962 (Tex.Civ.App.—El Paso 1942), aff'd, 140 Tex. 536, 169 S.W.2d 962 (1943).(“The primary purpose of life insurance is not investment, but protection.”). Texas courts follow this principle when applying the insurable interest doctrine: Bluntly expressed, insurable interest ... is determined by monetary considerations, viewed from the standpoint of,the beneficiary. Would [the beneficiary] regard himself as better off from the standpoint of money, would [the beneficiary] enjoy more substantial economic returns should the insured continue to live; or would [the beneficiary] have more, in the form of the proceeds of the policy, should [the insured] die? Therefore, it is said that if the situation is such that [the beneficiary] might be led to conclude that he would profit by [the insured’s] death, the policy is void as to him since the public has a controlling concern that no person have an interest in the early death of another, an interest that may give rise to a temptation to destroy [the insured’s] life. Drane, 161 S.W.2d at 1059. Enforcement of the Texas insurable interest doctrine advances Texas policies underlying insurance law. 4. Protection of Justified Expectations and the Need for Certainty, Predictability, and Uniformity of Result Defendants argue that the protection of justified expectations, as well'as the need for certainty, predictability, and uniformity of result, demand enforcement of the COLI policies using Georgia law. Analysis here again differs depending on the party’s perspective. Defendants stress that, when they created the COLI policies, they expected that Georgia law would apply to those policies. Defendants acknowledge that there are no choicfe of law provisions in the COLI policies. Nevertheless, Defendants contend that the choice''of law provisions in the Wal-Mart Trust Agreement (“Trust Agreement”), the Wal-Mart Trust’s'location, and all Defendants’ activities in Georgia require'that the issues in this case be governed exclusively under Georgia law. Defendants further assert that application of Georgia law nationwide would advance the goal of uniformity and predictability of the result under thé COLI policies. Under the Restatement, reliance by contracting parties on their agreed terms to ¿ contract, including selection of laws, ordinarily is a significant consideration. Restatement § 187. The parties’ agreed terms, however,’ do not control in every circumstance under a choice of law analysis. When a person is integral to a contract, such as the insured for an insurance policy, but that person plays no active role in the creation of the contract in issue, there is little reason for the contracting parties’ self-serving expectations to control the choice of law determination for the parties’ disputes. Indeed, when a person is unaware of the contract, the expectations of the signatories to the contract is substantially less significant in a dispute between a signatory and the non-signatory. Plaintiffs did not negotiate or agree to the COLI contract terms, at least some' Plaintiffs were not even aware of the existence of the insurance at all. The Restatement § 6’s goal of the need for certainty, predictability, and uniformity of result is not intended to serve as a vehicle for contracting parties to override the protection that states’ public policies afford to non-signatories to the contract. The Court concludes that Defendants’ expectation when entering into the COLI contracts that Georgia law would apply with regard to Texas insureds was not justified. Defendants. admittedly set up the COLI policies in Georgia and selected Georgia law in an attempt to avoid contrary public policies in states such as Texas. In doing so, Defendants took the risk that a Texas court would decline to apply Georgia law, as prior Texas cases indicated. Defendants also fail to demonstrate persuasively how application of Georgia law to Texas insureds advances the need for certainty, predictability, and uniformity of result. Defendants provide no meaningful reason why Texas citizens and residents should not be able to count on enforcement of the longstanding Texas insurable interests doctrine (except as expressly altered after public debate and final enactment of statute by the Texas Legislature). The Court rejects Defendants’ attempts in the choice of law context to impose their self-serving expectations on non-signatories to the insurance contracts in issue under the artificial circumstances in this case. The goals of certainty, predictability, and of uniformity are served in the case at bar by the consistent application of Texas law to Texas citizens, not by the application of Georgia law at Defendants’ behest. 5. Needs of Interstate and International Systems and Ease in the Determination and Application of the Law to be Applied. Defendants contend that it would serve the interstate system for courts to permit parties to make contracts involving residents of other states. While the principle of consistency in interstate systems and ease of determination of applicable law clearly have general merit, Defendants’ requested application of these concepts is flawed. First, these aspirational goals are not immutable.' They are to be balanced when the contracts in issue flout an established public policy of another state and the contracting parties have attempted to manipulate the choice of law considerations. See Griffin, 123 F.2d at 551 (“[W]e have no reason to think that the courts of Texas would permit citizens of other states to speculate upon the death of one of its citizens by means of contracts made without the state when the same is forbidden within its territorial limits.”). Interstate or international systems are advanced by each jurisdiction having easily ascertainable, certain, uniform, and predictable law governing disputes in that jurisdiction. The application of Texas law to insurance contracts on the lives of Texas residents and citizens is an easily ascertainable rule that respects each jurisdiction’s choices and priorities. The application of Texas insurable interest law is not difficult. As set forth above, the doctrine is well established in, Texas and has been uniformly applied. It is common that, in matters a state has authority to regulate, the state’s courts consistently will apply that state’s law to disputes involving its citizens. Pearson v. Northeast Airlines Inc., 309 F.2d 553, 559 (2d Cir.1962); see Caton v. Leach Corp., 896 F.2d 939, 943 (5th Cir.1990); Stobaugh v. Norwegian Cruise Line Ltd., 5 S.W.3d 232 (Tex.App.—Houston [14th Dist.] 1999) (citing Catón). Defendants’ insistence that private contracting parties be able to impose on non-signatories the state law the contracting parties select, despite the impact of that law on other s