Jennifer and Suzanne were the sole equal shareholders in the operation of a company that owned a department store. The owner’s equity in the store amounted to $4 million. At age 52, both Jennifer and Suzanne knew that no one in either of their families had any interest in taking over their shares in the business in the event that either Jennifer or Suzanne died. At the same time, neither wanted to see the other saddled with a new partner should the family of the deceased sell the inherited half-share to someone undesirable. Accordingly, they made a buyout agreement, and resolved to buy insurance sufficient that, on the death of either of them, the survivor would have enough cash to buy up the deceased’s shares in the company, and that survivor would then own the company outright. Carlyle, an agent for Solid Life Insurance Co., had been Jennifer’s agent for the better part of 25 years. Carlyle wrote two policies; one on each life, with the other named as the beneficiary in the amount of $2 million. A medical exam was required, and in the course of Suzanne’s examination, she was asked by the doctor if she had smoked in the last twelve months. She said that she had not. A year later, Suzanne was killed in an auto accident. After investigation, Solid Life Insurance Co. refused to pay because it had discovered that Suzanne had, in fact, been a smoker at the time the policy was issued. There was a policy available for smokers at the time of original issuance, but it carried a higher premium. Jennifer sued Carlyle (with Solid Life Insurance Co. as a co-defendant) in a suit for negligence. Identify the issues involved and render a decision.