## Facts

- Donald R. Soderback was injured in an automobile collision allegedly caused by Robert F. Townsend.
- At the time of the accident, Townsend was driving a rental car while traveling on business connected to American Quasar Petroleum Company of New Mexico, Inc. (Quasar), which used Townsend to negotiate oil-and-gas leases.
- Soderback sued Townsend and also sued Quasar, claiming Quasar was vicariously liable for Townsend’s tortious driving because Townsend was acting for Quasar.
- The record showed Townsend had long worked as a lease negotiator for multiple companies and described himself to others as working “for” Quasar.
- Quasar identified the geographic areas where it wanted leases and set upper limits on what it would pay and other general deal parameters.
- Townsend set his own work schedule, had no quotas, and had broad discretion in how he pursued and negotiated leases.
- Quasar paid Townsend a per diem (daily allowance) and reimbursed expenses.
- Quasar imposed no restrictions on Townsend’s driving, route, or day-to-day travel decisions.
- The trial court entered summary judgment for Quasar under ORCP 47 C, and Soderback appealed.

## Issues

1. Whether, on the summary-judgment record, Quasar had the right to control the details of Townsend’s physical performance (including his driving) such that Quasar could be held vicariously liable for Townsend’s alleged negligence.

## Decision

- The Oregon Court of Appeals affirmed the summary judgment for Quasar.
- The court held that Townsend was an independent contractor rather than a servant/employee for respondeat superior purposes because Quasar lacked the right to control the details of Townsend’s physical movements and methods of performance.
- Because the record showed no genuine issue of material fact on Quasar’s right of control, Quasar was entitled to judgment as a matter of law.

## Legal Principles

- Respondeat superior liability for an agent’s negligent physical conduct generally requires more than a principal-agent relationship; it requires a master-servant type relationship marked by the principal’s right to control the manner and means of performance.
- A principal who hires another to achieve a result, without controlling or having the right to control the details of the actor’s physical movements, is not responsible for incidental negligence occurring while the actor conducts the authorized transaction (Restatement (Second) of Agency § 250, as quoted in Oregon precedent).
- Professionals such as brokers and similar intermediaries may act as agents in obtaining results, yet remain independent contractors as to their physical conduct when the principal lacks the right to control how the work is carried out.
- Factors suggesting independent-contractor status include the worker operating an independent business, setting work hours, using personal methods, and being subject to direction mainly as to objectives and limits rather than day-to-day execution.
- Setting geographic targets, price ceilings, and general negotiating parameters, and paying a per diem plus expenses, does not by itself show the right to control physical details such as travel and driving.
- On summary judgment, the court views the record in the light most favorable to the nonmoving party, but labels or informal statements (such as saying one “works for” the company) do not create a triable issue when undisputed facts show no right of physical control.

## Conclusion

The court affirmed summary judgment for Quasar because the undisputed evidence showed Quasar directed only the results Townsend was to obtain (leases within specified parameters) and did not retain the right to control how Townsend carried out the work, including his driving; accordingly, Townsend was an independent contractor and Quasar was not vicariously liable for the accident.


Soderback v. Townsend, 644 P.2d 640, petition for review denied, 650 P.2d 927 (1982)