## Facts

- Jax Restaurant operated as a partnership in Foley, Minnesota.
- Nicole Moren was a partner in Jax Restaurant.
- One afternoon in October 2000, Moren finished her day shift at about 4:00 p.m. and left to pick up her two-year-old son, Remington, from day care.
- Around 5:30 p.m., Moren returned to the restaurant with Remington after learning from another partner (her sister) that help was needed because a cook had not come in.
- Moren called her husband, who said he would pick Remington up in about 20 minutes.
- While waiting, Moren did not want Remington running around the restaurant, so she brought him into the kitchen and set him on a counter.
- Moren began rolling pizza dough using a dough-pressing machine as part of the restaurant’s operations.
- Remington reached his hand into the dough press; the machine crushed his hand, causing permanent injuries.
- Remington, through his father, sued Jax Restaurant for negligence.
- Jax Restaurant filed a third-party complaint against Moren seeking indemnity or contribution based on her alleged negligence.
- The district court granted summary judgment for Moren, dismissing the third-party claim, and Jax Restaurant appealed.

## Issues

1. Does Jax Restaurant have an indemnity (or contribution) right against partner Nicole Moren for the child’s injuries where the injury occurred while Moren was performing restaurant work for the partnership?
2. Does the fact that Moren’s conduct also involved a personal childcare purpose take her actions outside the ordinary course of partnership business for purposes of shifting the partnership’s liability to her?

## Decision

- The Minnesota Court of Appeals affirmed the district court’s grant of summary judgment to Nicole Moren.
- The court held that Jax Restaurant had no indemnity right against Moren in the circumstances presented.
- The court concluded that the partnership bore liability for Moren’s negligence because the injury occurred while she was engaged in ordinary business conduct for the partnership, even if her conduct partly served personal interests.

## Legal Principles

- On appeal from summary judgment, the reviewing court asks whether there are genuine issues of material fact and whether the district court correctly applied the law.
- Under Minnesota partnership law, a partnership is liable for loss or injury caused by a partner’s wrongful act or omission committed in the ordinary course of the partnership’s business. Minn. Stat. § 323A.3-305.
- Conduct can fall within the ordinary course of partnership business even when it also serves a partner’s personal purposes; mixed motives do not, by themselves, remove the conduct from the partnership’s business.
- Where the partnership’s liability to an injured third party flows from a partner’s ordinary-course conduct for the partnership, the partnership generally cannot recast that same conduct as purely personal in order to obtain indemnity or contribution from the partner.

## Conclusion

Moren v. Jax Restaurant holds that when a partner’s negligence occurs while she is performing ordinary restaurant work for the partnership, the partnership remains responsible to the injured third party and cannot obtain indemnity or contribution from the partner by arguing that her actions also involved a personal childcare function.


Moren v. Jax Restaurant, 679 N.W.2d 165 (2004)