The Supreme Court of Minnesota has held that the intent of a
corporation’s sole officer (and director and shareholder) may be imputed to the
corporation. In Travelers Indemnity Co.
v. Bloomington Steel & Supply Co., Reiners, Bloomington’s
sole shareholder, director, and officer, struck Padilla, an employee of another
company that shared space with Bloomington.
Padilla sued Reiners for assault and battery and also sued Bloomington on theories of respondeat
superior and negligence (negligent hiring, retention, and supervision). Travelers denied any obligation to defend Bloomington under an exclusion for acts “expected or intended” by Bloomington. Travelers argued that Reiners’
actions, expectations, and intent should be imputed to Bloomington.
The court, per Page, J., held that Reiners’ acts and
knowledge in the course of his employment and within the scope of his authority
will be imputed to Bloomington.
The court declined to disregard the separation between Reiners and Bloomington simply because Reiners controlled Bloomington.
Reiners had pleaded guilty to criminal charges stemming from
his assault on Padilla and the record contained at least some indications of
Reiners’ prior aggressive behavior. Quaere what more Travelers will have to
show and how much more judicial time and money will be expended before
Travelers’ efforts to deny liability are successful?