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Moren v. JAX Rest. - 679 N.W.2d 165 (Minn. Ct. App. 2004)


Under Minn. Stat. § 323A.3-05 (2002), a partnership is liable for loss or injury caused to a person as a result of a wrongful act of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. And under Minn. Stat. § 323A.4-01(c) (2002), a partnership must indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership.


Plaintiff R.M., a minor, sustained permanent injuries when he placed his hand into a dough press located at a pizza restaurant owned and operated by defendant and third-party plaintiff JAX Restaurant ("JAX"), which was a partnership. Third-party defendant Nicole Moren was R.M.'s mother and a partner in JAX. Martin Moren, as parent and guardian of R.M., filed a negligence action against JAX in Minnesota state court seeking to recover damages for R.M.'s injuries. JAX filed a third-party action against Mrs. Moren arguing that in the event it was obligated to compensate R.M., it was entitled to indemnity or contribution from Mrs. Moren for her negligence. On Mrs. Moren's motion, the trial court granted Mrs. Moren summary judgment and dismissed the third-party action, ruling that liability rested with JAX. JAX appealed.


Was JAX entitled to an indemnity right against Mrs. Moren?




The appellate court affirmed the trial court's judgment. The court held that the trial court correctly concluded that Mrs. Moren's conduct was in the ordinary course of business of JAX, the partnership and, as a result, indemnity by her to JAX was inappropriate. Rather, because her conduct at the time of the injury was in the ordinary course of JAX's business, under Minnesota's Uniform Partnership Act of 1994 (UPA), her conduct bound JAX and it owed indemnity to her for her negligence. The appellate court also held that Mrs. Moren's conduct was no less in the ordinary course of business because it also served a personal purposes. Although she was simultaneously acting in her role as a mother, her conduct remained in the ordinary course of the partnership business.

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