Zumbrota Livestock v. Hines Thurn Feedlot

Full title: Zumbrota Livestock Auction Market, Inc., Respondent, v. Hines Thurn…

Court: Minnesota Court of Appeals

No. CX-97-225.

Date published: Sep 2, 1997

Fact:

Hines Thurn Feedlot Inc. (the corporation) was incorporated in January 1990, with Thurn and Hines as its sole officers. Since that time, the corporation has done business under the assumed name “Thurn-Hines Livestock.” Both the legal and assumed names appear on the corporation’s invoices, bank account, and checks.

The corporation began purchasing livestock from Zumbrota in the summer or fall of 1994. In October 1995, the corporation made three livestock purchases from Zumbrota, and Zumbrota sent invoices to “Thurn-Hines Lvstk” or “Thurn Hines Livst.”

 Issue:

On appeal from summary judgment, the reviewing court evaluates (1) whether any genuine issues of material fact exist and (2) whether the district court erred in applying the law. 

Decision:

Agents acting for undisclosed/partially disclosed principal:

  • The district court erred in determining that Hines and Thurn were individually liable as agents for an undisclosed principal. There is a factual question as to whether Zumbrota had notice that it was dealing with a corporation.

Equitable estoppel:

  • The district court also erred in granting summary judgment based on equitable estoppel. There is a question of material fact regarding whether Hines or Thurn misrepresented or concealed the existence of the corporation, and whether Zumbrota was put on notice that it was dealing with a corporation.

Corporate veil:

  • The issue of piercing the corporate veil of Hines Thurn Feedlot Inc. was not addressed by the district court and therefore not considered on appeal.

Result:

  • The decision of the district court is reversed, and the case is remanded for further proceedings.

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