Business Associations, Pages 188–192

Sheridan v. Desmond

Appellate Court of Connecticut, 1997

Facts:

Defendant and Desmond owned a commercial property as tenants in common. Desmond managed it; defendant did not participate in its operations. Plaintiffs signed a lease for it and operated a night club on it.

Desmond personally owned an adjoining lot and began construction of a building upon it. During construction, a trench was dug which blocked the club's fire exits. The fire marshal closed the club for two months until the trench was filled. Then, on the same day it was reopened, Desmond built barriers to again block the fire exits.

Plaintiffs got an injunction against Desmond to have the barriers removed and vacated the premises shortly afterwards. They then sued defendant for her partnership preventing them from operating their business, breaching their covenant of quiet enjoyment, and unfair trade practices.

Procedural History:

Trial court found in favor of plaintiffs and awarded them $44,000.

Issue:

Was defendant liable for her partner Desmond's wrongful acts?

Rule:

LexisNexis IconWestLaw LogoGoogle Scholar LogoPage 190

[L]iability is imposed on a partner for the tortious acts of his partner only where

  1. the act occurred in the ordinary course of the partnership's business, or
  2. the tortfeasor partner acts with the authority of his partner or partners.

Reasoning:

  • Defendant's tortious actions did not occur within the ordinary scope of partnership business. While they may have been trying to evict plaintiffs, a partner would not usually try to illegally, forcefully evict tenants by erecting barriers to block the fire exit doors. The barriers were not even on the property owned by the partnership. Finally, evidence was not presented that Desmond's actions were motivated by a purpose to service the partnership.

  • Neither did defendant authorize Desmond's action. Desmond's authority to manage the business only included the usual common law business powers, not the authority to commit an intentional tort. It also cannot be said that defendant ratified his actions by not stopping him, as it cannot be said that Desmond did them on defendant's account and because they were done on Desmond's own property, where defendant did not have an ownership interest. No evidence shows that defendant intended to ratify defendant's actions.

Holding:

No, defendant was not liable for Desmond's torts. Reversed and remanded as to these counts.

Keepa – Amazon Price Tracker