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JUSTICE GREIMAN delivered the opinion of the court:

This declaratory judgment action was brought to determine the obligations of plaintiff-appellant Employers Reinsurance Corporation (ERC) to defend or pay defense costs andindemnification to its insureds, defendants E. Miller Insurance Agency, Inc. (Miller Agency),Edward Miller, Jr. (Miller Jr.) and Edward Miller, Sr. (Miller Sr.) (together referred to as theMiller defendants or the insureds) under a claims made, errors and omissions policy issued to theMiller Agency for the allegations directed against them in an underlying lawsuit. The trial courtgranted judgment in favor of defendants-appellees Northbrook Property & Casualty InsuranceCompany (Northbrook Property), A.J. Maggio Company (A.J. Maggio) and Power ConstructionCompany (Power Construction) (together referred to as the Northbrook defendants). The trialcourt denied ERC's motion for reconsideration and, alternatively, its motion for leave to file anamended complaint. ERC appeals from the judgment on the pleadings in favor of theNorthbrook defendants. For the following reasons, we reverse and grant summary judgment infavor of ERC.

This case arises from the defense and indemnification of Power Construction and A.J.Maggio in three separate lawsuits. Prior to those suits, Northbrook Property, as a bonafide subrogee for Power Construction and A.J. Maggio, along with Power Construction and A.J.Maggio themselves, asserted that the Miller Agency issued certificates of insurance to PowerConstruction and A.J. Maggio. Allegedly, those certificates of insurance named both PowerConstruction and A.J. Maggio as additional insureds under two general liability insurancepolicies issued by Scottsdale Insurance Company (Scottsdale) and Houston General InsuranceCompany (Houston General) to third party Composite Products. Composite Products was asubcontractor on two separate jobs in which Power Construction and A.J. Maggio were involved. According to Power Construction, A.J. Maggio and Northbrook Property, Scottsdale allegedlywas insuring Power Construction and Houston General allegedly was insuring A.J. Maggio.

However, after Power Construction and A.J. Maggio were sued, Scottsdale and HoustonGeneral denied coverage, claiming that Power Construction and A.J. Maggio were never addedas additional insureds on Composite Products' policies. Specifically, Scottsdale claimed that theMiller Agency was not an authorized agent and had no authority to bind coverage, and HoustonGeneral claimed that no policy existed for the dates alleged. Thus, there could be no additionalinsured coverage for either Power Construction or A.J. Maggio. As a result of those denials,Northbrook Property, as the general liability insurer of Power Construction and A.J. Maggio,carried the full cost of defending and indemnifying its insureds in those cases.

In December of 1995, Power Construction, A.J. Maggio and Northbrook Property suedthe Miller Agency and Miller Jr. for consumer fraud, breach of fiduciary duties and breach ofcontract. Miller Sr. was later charged pursuant to an amended complaint. That complaintspecifically alleged that, but for certain acts and omissions committed by all of the Millerdefendants, Northbrook Property would not have incurred defense and indemnification costs forits insureds, Power Construction and A.J. Maggio, because they would have been defended andindemnified by Scottsdale and Houston General as additional insureds under CompositeProducts' policies.

The Miller Agency was served on January 16, 1996, Miller Jr. was served on September16, 1996, and Miller Sr. was served on November 1, 1996. However, none of the Millerdefendants forwarded a copy of the summons or the complaint to their professional liability,errors and omissions provider, ERC. In fact, on March 13, 1996, approximately two monthsafter the Miller Agency was served, the Northbrook defendants actually supplied ERC with thosecopies.

Upon receiving a copy of the summons and complaint, ERC opened a claim file andbegan an investigation of the charges set forth against the Miller defendants. Its investigationbegan with a request to the Miller Agency and Miller Jr. for their version of the handling of theComposite Products account and for copies of documents regarding the account. On April 3,1996, ERC again wrote to the Miller Agency and advised that it was investigating the charges setforth in the underlying complaint under a reservation of rights based upon the Miller defendants'failure to give prompt notice of the underlying complaint, as required by ERC's policy. ERC alsorequested information regarding the defensive measures the Miller defendants had taken inresponse to their being served with the underlying complaint.

As of May 13, 1996, nearly two months since ERC heard of the underlying complaint,ERC still had received no information from its insureds. Accordingly, on that date, ERCtelephoned Miller Jr. to obtain documentation and information. Miller Jr. assured ERC thatMiller Sr. would respond. Having received no response from Miller Sr. by May 23, 1996, ERCagain wrote to Miller Jr. and the Miller Agency to request information. In that letter, ERCadvised the Miller Agency that it had not assumed its defense and that a default judgment couldbe sought. ERC then stated that if it was not contacted by June 1, 1996, with information, itwould deny coverage for breach of the cooperation provision in its policy. None of the Millerdefendants responded.

On June 10, 1996, in accord with its previous warnings, ERC denied coverage to theMiller Agency based upon its failure to cooperate with the investigation. Again, the insureds didnot respond. On November 16, 1996, nearly two months after Miller Sr. was served, theinsurance agent for the Miller Agency, Swett and Crawford, sent ERC a copy of the amendedcomplaint. On November 26, 1996, ERC wrote to Swett and Crawford to acknowledge receiptof the underlying complaint and to advise that it was denying coverage and would not be takingany further action on the matter. The insureds did not respond to the denial.

According to ERC, the next time that it heard about the underlying litigation was onMarch 3, 1997, when the Northbrook defendants' attorney advised ERC that default orders hadbeen entered against the Miller defendants. On that day, the Northbrook defendants' attorneywrote to Miller Sr. to inform him that on February 4, 1997, a default order had been enteredagainst him. In that letter, the Northbrook defendants' attorney advised that he intended to proveup money damages, have judgment personally entered against Miller Sr., and seek to satisfy thatjudgment from his personal assets. A copy of the order of default was attached to that letter.

On that same date, the Northbrook defendants' attorney also wrote the Miller Agency,advising that a default order had been entered against it on October 1, 1996, that he intended toprove up money damages and have a judgment entered against the Agency and would seek tosatisfy that judgment with the Agency's assets. A copy of the default order was also attached tothat letter. The Northbrook defendants' attorney also notified ERC that default orders wereentered against the insureds and that it intended to prove up the default orders and collect againstERC through a garnishment proceeding.

On March 6 and 10, 1997, following their receipt of the default orders, the Millerdefendants contacted ERC for the first time. ERC responded on March 17, 1997, by remindingthem that on June 10, 1996, coverage was denied based upon breach of the late notice andcooperation provisions, and that it had restated its denial on November 26, 1996. ERC alsoreminded them that it acknowledged the underlying complaint under a reservation of rightsbecause of the apparent breaches of notice and cooperation provisions. In closing, ERC againrestated its denial.

On June 10, 1997, ERC filed a complaint for declaratory judgment against the Millerdefendants and the Northbrook defendants for a determination of its coverage obligations to theinsureds for the underlying litigation. Specifically, ERC sought a finding that it had noobligation to pay defense costs or indemnify the insureds both prior to and during the litigationbecause the insureds had breached the prompt notice (count I) and cooperation (count II)provisions of ERC's policy. It also claimed to be free of defense obligations based on a criminalacts exclusion (count III) and a fraudulent acts exclusion (count IV) in the policy, and that itowed no obligations prior to tender (count V). On November 25, 1997, the ERC filed its firstamended complaint for declaratory judgment, essentially realleging the allegations in its firstcomplaint. The relevant portions of ERC's contract with the Miller defendants read as follows:

"DEFENSE AND SETTLEMENTS. The Corporation, in the Insured's name andbehalf, shall have the right to investigate, defend, and conduct settlementnegotiations in any claim or suit ***.

***

DEFENSE EXPENSES AND SUPPLEMENTARY PAYMENTS. With respectto such insurance as is afforded by the policy, the Corporation shall pay, inaddition to the applicable limit of liability, provided the limit of liability had notbeen exhausted:

(a) All expenses incurred in the defense of any claim or suit againstthe Insured alleging such negligent act, error or omission, andseeking damages on account thereof, even if such claim or suit isgroundless, false, fraudulent, or for an amount less than theInsured's deductible ***.

***

NOTICE. The Insured shall give prompt notice to the Corporation of:

(a) Any claim made and of any action or suit commenced against the Insured, and

(b) Any proceeding, event, or development which in the judgmentof the Insured might result in a claim against the Insured; and shall forward promptly to the Corporation copies of such pleadings andreports as may be requested by the Corporation.

***

The Insured shall cooperate with the Corporation, and upon the Corporation'srequest, shall attend hearings and trials and shall assist in effecting settlements,securing and giving evidence, obtaining the attendance of witnesses and in theconduct of suits."

On May 10, 2000, the Northbrook defendants moved for judgment on the pleadings,asserting that ERC's failure to either defend its insureds or file a timely declaratory judgment leftthe insureds without a defense and caused default orders to be entered against them. Thus, theyargued that ERC must be estopped from raising policy defenses.

In response, ERC asserted that estoppel was inapplicable because it could only beimposed as a sanction where an insurer has a contractual duty to defend and the insurer breachesthat duty. In the present case, it claimed, there was no "duty to defend" clause in its policy withthe Miller defendants, only a "right to defend" clause (emphasis added). Accordingly, itconcluded, there was simply nothing that ERC could have breached. Moreover, ERC argued thatits declaratory judgment was timely because it was filed prior to final judgment or settlement ofthe three underlying actions.

In reply, the Northbrook defendants claimed that because ERC never pled that it had noduty to defend, the allegations of ERC's complaint were incompatible with its argument inresponse to the Northbrook defendants's motion on the pleadings. Second, they claimed that aduty to pay defense costs is identical to a duty to defend. Lastly, they claimed that ERC'scomplaint was untimely as a matter of law because default judgments were entered against theinsureds in the underlying litigation prior to ERC filing its complaint.

The trial court granted the Northbrook defendants' motion and made two rulings. First, itheld that ERC was estopped from asserting coverage defenses because it did not defend theinsureds after receiving notice of the underlying litigation from the Northbrook defendants'attorney. Second, it found that ERC's declaratory judgment action was untimely as a matter oflaw because it was filed nearly 15 months after notice of the underlying litigation.

ERC filed a timely motion for reconsideration and, alternatively, a motion for leave to filean amended complaint. In the motion for reconsideration, ERC reiterated its argument thatestoppel was inappropriate because it is based upon a breach of a duty to defend. Then, ERCnoted that its amended complaint, which was incorporated with and attached to its policy withthe Miller defendants, does not support a finding that ERC had a duty to defend and, therefore,cannot support a finding that ERC was in breach. It also argued that "[a] finding of estoppel hasthe effect of creating duties beyond the obligations of the policy" where that finding "transformsthe defense costs obligation into a duty to defend obligation." ERC then reiterated its argumentthat its declaratory judgment was timely because it was filed prior to final judgment or settlementof the three underlying actions.

The trial court denied ERC's motion for reconsideration and its motion for leave to file anamended complaint. It reasoned that because ERC did not plead that it had no duty to defend andbecause it did not defend, it had breached its duty to defend. Essentially, the court felt that ERCwas trying to correct a pleading defect or deficiency with its motion to file an amendedcomplaint. Thus, the court held, estoppel was proper. Lastly, the court again rejected ERC'sargument on the timeliness of its declaratory judgment action. ERC's appeal followed.

In Board of Trustees of the University of Illinois v. City of Chicago, 317 Ill. App. 3d 569(2000), this court recently recited the appropriate standard of review for a judgment on thepleadings:

" 'A motion for judgment on the pleadings tests the sufficiency of thepleadings by determining whether the plaintiff is entitled to the relief sought byhis complaint or, alternatively, whether the defendant by his answer has set up adefense which would entitle him to a hearing on the merits.' Village of Worth v.Hahn, 206 Ill. App. 3d 987, 990, 565 N.E.2d 166 (1990). The motion requires thetrial court to examine the pleadings and determine whether there is an issue of factor whether the controversy can be resolved as a matter of law. Village of Worth,206 Ill. App. 3d at 990. On appeal, the reviewing court must ascertain whetherthe trial court correctly determined that the pleadings presented no issue ofmaterial fact and, if there were no such issue, whether the court correctly enteredthe judgment. TDC Development Corp. v. First Federal Savings & Loan Ass'n,204 Ill. App. 3d 170, 174, 561 N.E.2d 1142 (1990). The appropriate standard ofreview is de novo. Massachusetts Bay Insurance Co. v. Unique Presort Services,Inc., 287 Ill. App. 3d 741, 744, 679 N.E.2d 476 (1997)." Board of Trustees, 317Ill. App. 3d at 571.

For its first point, ERC again argues that the trial court's finding of estoppel isunsupported by the pleadings because its contract with the Miller defendants does not include aduty to defend. As such, it argues, it could not have breached a nonexistent duty. It notes thatthe supreme court outlined the applicability of the estoppel doctrine in Employers Insurance ofWausau v. Ehlco Liquidating Trust, 186 Ill. 2d 127 (1999):

"This estoppel doctrine applies only where an insurer has breached its dutyto defend. Thus, a court inquires whether the insurer had a duty to defend andwhether it breached that duty. See Clemmons[ v. Travelers Insurance Co.], 88 Ill.2d [469, 475-78 (1981)] (determining first that the insurer had a duty to defend,and then finding that the insurer had renounced that duty). Application of theestoppel doctrine is not appropriate if the insurer had no duty to defend, or if theinsurer's duty to defend was not properly triggered." Ehlco, 186 Ill. 2d at 151.

In the present case, ERC argues that the contract clearly states that it had a right to defendits insureds rather than a duty to defend them. And while it concedes that neither of itscomplaints contained an independent count that sought a declaration of that averment, it claimsthat such an inclusion would have been "surplusage." By attaching a copy of the contract as anexhibit to its amended complaint, it argues, the language of the policy was incorporated into thecomplaint. For this, it notes that exhibits attached to motions for judgment on the pleadings areconsidered part of the pleadings for all purposes where the pleading is founded on such exhibit. See In re Estate of Davis, 225 Ill. App. 3d 998 (1992). In fact, it claims, where the allegations ina pleading conflict with the facts disclosed in an exhibit, the exhibit controls. See Sharkey v.Snow, 13 Ill. App. 3d 448 (1973); McCormick v. McCormick, 118 Ill. App. 3d 455 (1983).Accordingly, where the language of the complaint-via the contract-clearly states that ERC onlyhas a right to defend, and mentions nothing about its duty to defend, the trial court erred infinding a breach of a nonexistent duty.

The Northbrook defendants correctly respond that this court has recognized the need foran insurer to plead all of its coverage defenses in its complaint. For example, in ContinentalInsurance Co. v. Skidmore, Owings & Merrill, 271 Ill. App. 3d 692 (1995), Continental filed acomplaint for declaratory judgment alleging that two policy exclusions negated coverage. Continental obtained judgment in the trial court, but lost on appeal. On remand, Continentalsought leave to file a second amended complaint alleging that additional policy exclusionsapplied. Continental, 271 Ill. App. 3d at 694-95. This court held that the law of the caseprevented Continental from litigating any new policy exclusions. The court stated: "Consideringthat the entire matter of the applicability of policy exclusions was up on appeal, plaintiff had theobligation to present all exclusions in one setting." Continental, 271 Ill. App. 3d at 697.

Moreover, in Pleasure Driveway & Park District of Peoria v. Aetna Casualty & SuretyCo., 80 Ill. App. 3d 1093 (1980), the plaintiff filed a complaint for declaratory judgment todetermine Aetna's liability to provide a defense in litigation. In its complaint, the plaintiffalleged that Aetna owed it a defense for a counterclaim. In response to a bill of particulars, theplaintiff stated that there was coverage for the counterclaim and two other cases. This courtstated that since the complaint did not allege that Aetna owed a duty to defend any claims otherthan the counterclaim, the allegations contained in other suits were not relevant and would not beconsidered. Pleasure Driveway, 80 Ill. App. 3d at 1095.

Certainly, this court has recognized the ability of insurance companies to reserve a duty toindemnify their clients as opposed to a duty to defend them. "In Illinois, an insurer's duty todefend is separate and distinct from its duty to indemnify, with the duty to defend being broaderthan the duty to indemnify." Guillen v. Potomac Insurance Co. of Illinois, 323 Ill. App. 3d 121,126 (2001), citing Outboard Marine Corp. v. Liberty Mutual Insurance Co., 154 Ill. 2d 90, 125(1992). See also La Grange Memorial Hospital v. St. Paul Insurance Co., 317 Ill. App. 3d 863,869-70 (2000) (the duty to defend turns on whether the insured's claim was potentially within thescope of coverage; the duty to indemnify turns on whether the claim actually came within thepolicy).

Accordingly, it is possible that ERC never explicitly contracted to have a duty to defendits insureds and only reserved the right to defend them. However, ERC simply never raised thisissue in the pleadings of its declaratory judgment action. As such, we find that the Northbrookdefendants are correct in arguing that ERC was required to include its "right to defend" coveragedefense in its complaint, and that its failure to do so is fatal to that claim. ERC's awareness ofthat shortcoming seems evident in its request to file an amended complaint alleging the "right todefend" argument. Equally unavailing is ERC's attempt to avoid that deficiency by arguing thatsince its policy was attached to the complaint as an exhibit, the policy controls and is a substitutefor that pleading. As the Northbrook defendants point out, under such an argument, an insurercould file a complaint for declaratory judgment, attach the policy, and then allege one policyexclusion. The insurer would then move for summary judgment, relying on different provisionsin the policy to deny coverage. Such an interpretation was certainly not envisioned in Davis,Sharkey or the McCormick decision, where exhibits were used to correct factually inaccurate orvague pleadings, not as a substitute for them.

However, while the trial court may have been correct in determining that ERC could notuse its "right to defend" coverage defense to rebut the Northbrook defendants' argument that ERCnever asserted that it had no duty to defend in its pleadings, it appears that there are othercoverage defenses in ERC's complaint that do assert that it has been relieved of its duty todefend. In a few scattered instances in its brief on appeal, ERC notes that its complaint sought "adeclaration that [it] had no obligation to provide a defense under the Policy to the Agency, MillerSr. or Miller Jr. in connection with the [underlying litigation] or the claims made therein" forbreach of the duty to give prompt notice and breach of the duty to cooperate (counts I and II).

In Northern Insurance Co. of New York v. City of Chicago, 325 Ill. App. 3d 1086 (2001),we discussed the duty of the insured to give prompt notice:

"The insurance contract controls the insured's duties. Northbrook Property& Casualty Insurance Co. v. Applied Systems, Inc., 313 Ill. App. 3d 457, 464(2000). When such a contract includes a provision requiring the insured to notifythe insurer of a suit against it, this provision is not just a technical requirement buta 'condition precedent to the triggering of the insurer's contractual duties.'Northbrook Property, 313 Ill. App. 3d at 464. When the insured fails to complywith this provision to give notice, the insurer may be relieved from its duty todefend and indemnify the insured under the policy. Northbrook Property, 313 Ill.App. 3d at 464; INA Insurance Co. of Illinois v. City of Chicago, 62 Ill. App. 3d80, 83 (1978)." Northern Insurance, 325 Ill. App. 3d at 1091.

In Northern Insurance, for example, the notice provision of the claims made policy called for thecity to notify Northern of any suit "as soon as practicable."

In Barrington Consolidated High School v. American Insurance Co., 58 Ill. 2d 278, 281(1974), the supreme court noted, "[p]rovisions in policies stating when the insurer must benotified of a covered occurrence have generally been interpreted to require notification of thecompany within a reasonable time, considering all the facts and circumstances of the particularcase." Accordingly, "[t]he insured is expected to act with due diligence when its policy requiresit to give notice of a suit to the insurer. Northbrook Property, 313 Ill. App. 3d at 465. And whilethe timeliness of the notice is generally a question of fact, this issue can be resolved as a matterof law where *** no material facts are in dispute. Twin City[ Fire Insurance Co. v. Old WorldTrading Co.], 266 Ill. App. 3d [1, 7 (1993)]; INA Insurance Co., 62 Ill. App. 3d at 83." NorthernInsurance, 325 Ill. App. 3d at 1091. As to what constitutes a "reasonable time," we have stated:

"An insured who knows a suit against it exists but allows a considerablelength of time to pass before notifying the insurer does not automatically losecoverage under the insurance policy, even one which includes the 'as soon aspracticable' provision. Northbrook Property, 313 Ill. App. 3d at 465. This is true,however, only if the insured's delay in notifying the insurer is justifiable.Northbrook Property, 313 Ill. App. 3d at 466 (absent valid excuse, 'the insured'sfailure to satisfy the notice requirement will generally absolve the insurer of itsduties under the policy'). To determine this, we evaluate several factors, includingthe language of the notice provision, the insured's sophistication in commerce andinsurance matters, its awareness that a suit was pending and once aware, itsdiligence in ascertaining whether policy coverage is available. NorthbrookProperty, 313 Ill. App. 3d at 466." Northern Insurance, 325 Ill. App. 3d at 1092.

With regard to cooperation clauses, the supreme court has noted:

"Any condition in the policy requiring cooperation on the part of the insured isone of great importance (Schneider v. Autoist Mutual Insurance Co. (1931), 346Ill. 137, 139), and its purpose should be observed (M.F.A. Mutual Insurance Co.v. Cheek (1977), 66 Ill. 2d 492, 496). The basic purpose of a cooperation clauseis to protect the insurer's interests and to prevent collusion between the insuredand the injured party. (See M.F.A. Mutual Insurance Co., 66 Ill. 2d at 496;Pittway Corp. v. American Motorists Insurance Co. (1977), 56 Ill. App. 3d 338; 8J. Appleman, Insurance Law & Practice