Teaching Interpretation and Structure of the Revised Uniform Partnership Act: Moren Ex Rel. Moren v. Jax Restaurant and the Duty of Indemnification
32 Pages Posted: 11 Mar 2015
Date Written: March 2015
This essay was written for the Saint Louis Law Journal’s forthcoming issue on Teaching Business Associations. The essay describes how one might teach Moren ex rel. Moren v. Jax Restaurant, which holds that under the Revised Uniform Partnership Act (RUPA) a general partnership held vicariously liable for a partner’s negligence is not entitled to indemnity from the negligent partner. In the essay, I suggest ten topics that a class discussion of the case could cover and offer thoughts on those topics. The topics are: (1) Partner’s Right of Indemnity and Negative Implication: Section 401(c); (2) Relationship of Partnership Law to Other Law: Section 104(a); (3) Consistency and "Ordinary Course of Business": Sections 301 and 305; (4) Textualist Reading of Section 401(c): Unlimited Indemnity; (5) RUPA Comments on LLPs and Section 306(c); (6) Changes from UPA Section 18(b); (7) Duty of Care: Section 404(c); (8) Exhaustion rule: Section 307(d); (9) Contracting for Indemnity and Liability Insurance: Section 103; and (10) The Purposes of Partnership Vicarious Liability and the Facts of Moren. As this list shows, Moren offers a great opportunity to explore the interrelationship of a number of RUPA provisions, a variety of statutory interpretation techniques, the differences between RUPA and the prior Uniform Partnership Act (UPA), the relationship between RUPA and agency law, and the merits and mechanics of vicarious liability and indemnity in general partnerships. My thesis is that students who are led to work through the difficulties the case presents will be better prepared to deal with the intellectual and practical challenges of transactional law practice, and will be in a better position to counsel clients about business entities and the uncertainties that lawyers need to plan for.
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