Moren Ex Rel. Moren v. Jax Restaurant
2004 WL 885809, 679 N.W.2d 165, 2004 Minn. App. LEXIS 459 (2004)
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Rule of Law:
A partnership is liable for the negligent act of a partner acting in the ordinary course of business and cannot seek indemnity from that partner. An act is considered within the ordinary course of business even if it is concurrently motivated by a partner's personal interests.
Facts:
- Nicole Moren was a partner in Jax Restaurant, a partnership she co-owned with her sister, Amy Benedetti.
- One afternoon, after finishing her shift and picking up her two-year-old son, Remington, from daycare, Moren was called back to the restaurant by Benedetti to help out.
- Moren returned to the restaurant with Remington and was told her husband would pick the child up in about 20 minutes.
- To keep Remington from running around the restaurant, Moren brought him into the kitchen and placed him on a countertop.
- While Moren was operating a dough-pressing machine to make pizzas for the restaurant, Remington reached into the machine.
- Remington's hand was crushed in the machine, resulting in permanent injuries.
Procedural Posture:
- Remington Moren, through his father, filed a negligence lawsuit against the Jax Restaurant partnership in district court.
- Jax Restaurant filed a third-party complaint against partner Nicole Moren, seeking indemnity or contribution for her alleged negligence.
- The district court granted summary judgment in favor of Nicole Moren, dismissing the partnership's third-party complaint against her.
- Jax Restaurant, as the appellant, appealed the summary judgment to the Minnesota Court of Appeals.
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Issue:
Does a partnership have a right to indemnity from a partner for her negligence when the partner's negligent act occurred in the ordinary course of partnership business but was partly motivated by personal reasons?
Opinions:
Majority - Crippen, J.
No. A partnership does not have a right to indemnity from a partner whose negligence caused injury while she was acting in the ordinary course of business. Under Minnesota's Uniform Partnership Act (UPA), a partnership is liable for a partner's wrongful acts committed in the ordinary course of business. The statute explicitly requires a partnership to indemnify a partner for liabilities incurred in the ordinary course of business, but it does not grant the partnership a reciprocal right to seek indemnity from the partner. Moren was making pizzas for the business when the injury occurred, which is squarely within the ordinary course of business. The court adopted the reasoning from other jurisdictions that an act does not fall outside the ordinary course of business simply because it is partly motivated by personal reasons; a concurrent business purpose is sufficient to bind the partnership.
Analysis:
This decision solidifies the principle of entity liability for partnerships under the Uniform Partnership Act, clarifying that a partner's mixed motives do not sever the partnership's responsibility. By holding that an act concurrently serving business and personal goals remains 'in the ordinary course of business,' the court prevents partnerships from shifting liability back onto individual partners for negligence that occurs during work activities. This reinforces the UPA's framework, which treats the partnership as the entity that absorbs the costs of business-related torts, thereby protecting partners from internal claims for indemnity that would undermine the purpose of the entity structure.
