## Facts

- John Dale MacLay and his wife, Maria MacLay, were patients of Kelsey-Seybold Clinic, a medical partnership.
- Dr. Earl J. Brewer, Jr., a pediatrician and Clinic partner, treated the MacLay children.
- MacLay alleged Brewer pursued Maria beginning in late 1966, giving attention and gifts and engaging in conduct that alienated her affections by April or May 1967.
- Maria separated from MacLay around July 25, 1967.
- MacLay sought actual and exemplary damages against Brewer and the Clinic, asserting the Clinic was liable because Brewer acted within the course and scope of partnership business and because the Clinic allegedly knew of and ratified the conduct.
- The Clinic’s senior partner (Dr. Mavis Kelsey) was alleged to have had knowledge of Brewer’s conduct before April 1967 while the Clinic continued treating the family.

## Issues

1. Whether a medical partnership can be held liable for a partner’s alleged alienation of affections as an act within the ordinary course of the partnership’s business.
2. Whether the summary-judgment record raised a material fact issue that the partnership authorized or ratified the partner’s alleged conduct.

## Decision

- The Supreme Court of Texas reversed the court of civil appeals and affirmed the trial court’s summary judgment for Kelsey-Seybold Clinic.
- The Court held the Clinic conclusively established it was not liable for Brewer’s alleged conduct.
- The Court concluded the alleged alienation-of-affections conduct was personal and not in furtherance of the partnership’s medical business.
- The Court found no competent summary-judgment evidence that the partnership authorized, adopted, benefitted from, or ratified Brewer’s alleged conduct; allegations and knowledge alone did not create a fact issue.

## Legal Principles

- A partnership is liable for a partner’s wrongful act only if committed in the ordinary course of the partnership business or with partnership authority.
- Intentional tortious conduct that is purely personal and unrelated to the partnership’s business is outside the scope of partnership liability.
- Ratification requires evidence of the partnership’s adoption or approval of the conduct (and not merely awareness of it); continued unrelated business dealings do not convert personal misconduct into a partnership act.
- In summary judgment practice, once the movant negates an essential element of liability, the nonmovant must produce competent evidence raising a genuine issue of material fact.

## Conclusion

The Texas Supreme Court held that a medical partnership was entitled to summary judgment on claims based on a partner’s alleged alienation of a patient’s spouse’s affections because the alleged conduct was outside the ordinary course of the partnership’s medical practice and the record did not support authorization or ratification by the partnership.


Kelsey-Seybold Clinic v. MacLay, 466 S.W.2d 716 (Tex. 1971)