Mercier v. Saber, Inc., 89-1307
| Decision Date | 07 September 1989 |
| Docket Number | No. 89-1307,89-1307 |
| Parties | Eve MERCIER, Plaintiff, Appellant, v. SABER, INC., et al., Defendants, Appellees. . Heard |
| Court | U.S. Court of Appeals — First Circuit |
Arlene Violet, with whom Pearlman, Vogel & Violet, Providence, R.I., were on brief, for plaintiff, appellant.
Robert G. Jeffrey, with whom Higgins, Cavanagh & Cooney, Providence, R.I., were on brief, for defendants, appellees.
Before BOWNES, ALDRICH and GIBSON *, Circuit Judges.
This appeal presents the question of whether under Rhode Island law an injured employee who is receiving workers' compensation benefits from her employer, a limited partnership, can bring a common law action against a corporate general partner of the limited partnership for the same injuries.
Plaintiff-appellant, Eve Mercier, while collecting workers' compensation benefits from her employer Historic Newport, a limited partnership, for injuries suffered in a work accident, filed suit based on common law negligence and breach of contract against defendants-appellees, Saber, Inc. (Saber), the general partner, and Linda Naiss and Robert Milligan, Jr., corporate officers of Saber. Responding to Saber's motion for summary judgment, plaintiff asserted that Saber was not her employer at the time of her injury but was a third party unprotected by the exclusive remedy provision of Rhode Island's Workers' Compensation Act, R.I.Gen.Laws Sec. 28-29-20 (1986 Reenactment). The district court, in granting Saber's motion for summary judgment, ruled that Saber and Historic Newport were the same entity, ("Saber is Historic Newport"), and held that under Rhode Island law "common law actions for work-related injuries against a general partner are barred when the injured employee is already receiving workers' compensation from the limited partnership." Mercier v. Saber, Inc., 708 F.Supp. 27, 30 (D.R.I.1989). Plaintiff appeals from the summary judgment on the ground that the district court erred as a matter of law.
Normally the issue on an appeal from summary judgment is whether there is a genuine issue of material fact. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 2509-10, 91 L.Ed.2d 202 (1986); Oliver v. Digital Equipment Corp., 846 F.2d 103, 105 (1st Cir.1988). This case, however, is the exception that proves the rule. Plaintiff does not dispute the facts relied on by the district court but claims that her discovery was prematurely cut off. The record facts show that there could be nothing supplied that would lead to a different result. The questions before us, therefore, are whether the record facts, viewed in the light most favorable to plaintiff, Metropolitan Life Insurance Co. v. Ditmore, 729 F.2d 1 (1st Cir.1984), are a sufficient foundation for the ruling of the district court and, if so, whether that ruling was correct as a matter of law.
We take the facts from the district court opinion:
The pertinent facts of this controversy are as follows. Plaintiff is a Massachusetts resident who was employed as an actress and bookkeeper at The Astors' Beechwood, an historic mansion located at 580 Bellevue Avenue in Newport, Rhode Island. Her employer, Historic Newport, is a limited partnership organized under Rhode Island law. Historic Newport operates The Astors' Beechwood with hosts, hostesses, and actors who dress in nineteenth century costumes and serve as butlers and maids for functions and tours at the mansion.
Defendant Saber, Inc. is a Connecticut corporation and the only general partner of Historic Newport. Defendants Robert Milligan, Jr. and Linda Naiss are officers of the corporation. Saber, besides being the general partner of Historic Newport, is engaged in the management, renovation, and rehabilitation of historic buildings. Saber's three-person Newport staff, headed by Naiss, operated from an office in The Astors' Beechwood. Saber, as the general partner of Historic Newport maintained the property. It also hired, supervised, and paid the personnel involved in functions and tours at the estate. Title to the real property is held in the limited partnership name, Historic Newport. Saber pays taxes on personalty located on the premises which it owns apart from the limited partnership.
Historic Newport and Saber are both named insureds on a comprehensive general liability insurance policy but they apparently maintain separate workers' compensation coverage. Historic Newport and Saber also use separate payrolls and file separate income tax returns. That is because Saber performs functions other than being simply a general partner of Historic Newport.
Plaintiff Mercier was allowed to live on the estate as part of her compensation. When she was not performing role-playing or bookkeeping services for Historic Newport, she sometimes tended to house plants that were kept in a solarium in the mansion. On the evening of February 9, 1987, while working in the solarium, Mercier fell through a floor-level glass skylight and sustained serious injuries that included multiple bone fractures. She is currently receiving full weekly workers' compensation benefits from Historic Newport and its insurance carrier.
708 F.Supp. at 28-29. We find that these facts, which are not disputed, are sufficient to determine the issue of law.
The Workers' Compensation Act of Rhode Island, like that of most states, provides that an employee's right to compensation is in lieu of all common law rights against the employer for that injury. R.I. Gen. Laws Sec. 28-29-20. "The act abolished the employee's right to a common-law action, and deprived the employer of certain common-law defenses, in order to provide a simple and expeditious procedure by which an employee would receive compensation from his employer for injuries sustained in a work-related accident." Hornsby v. Southland Corp., 487 A.2d 1069, 1072 (R.I.1985). The Rhode Island Workers' Compensation Act, subject to a number of provisos, further states:
Where the injury for which compensation is payable under chapters 29-38, inclusive, of this title, was caused under circumstances creating a legal liability in some person other than the employer to pay damages in respect thereof, the employee may take proceedings, both against that person to recover damages and against any person liable to pay compensation under those chapters for that compensation, and the employee shall be entitled to receive both damages and compensation.
R.I.Gen.Laws Sec. 28-35-58. "Employer," as defined in the statute, includes a "co-partnership." R.I. Gen. Laws Sec. 28-29-2(1).
In order to determine whether Saber, as the general partner of Historic Newport, was the plaintiff's employer under Sec. 28-29-20 of the Workers' Compensation Act we must examine the Rhode Island statutes pertaining to partnerships.
Rhode Island's Uniform Limited Partnership Act provides:
General rights, powers and liabilities.--(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
(b) Except as provided in this chapter a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
R.I. Gen. Laws Sec. 7-13-24 (1985 Reenactment and Supp.1988). The pertinent provisions of Rhode Island's Uniform Partnership Act are as follows:
Partnership bound by partner's wrongful act.
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused by any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
R.C.Gen.Laws Sec. 7-12-24. Section 7-12-26 makes all partners liable jointly and severally for everything chargeable to the partnership under Sec. 7-12.
Under these provisions it is clear that a partner is liable for the partnership's wrongful acts, and conversely the partnership is liable for a partner's wrongful acts committed in the course of partnership business. What is not clear is whether a partner may be sued for wrongful acts as a separate entity after liability has been assessed to the partnership and the partnership has met the liability obligation.
The Rhode Island courts have been silent on this issue. Nor is there any contemporaneous legislative history that would serve to guide a court in determining the nature of partner/partnership liability. We, therefore, "must ... proceed by analogy to consider similar state and federal laws." Virzi Subaru v. Subaru of New England, 742 F.2d 677, 680 (1st Cir.1984).
New Hampshire has fairly recently considered the issue before us. Before examining the New Hampshire case, we first point out that the New Hampshire and Rhode Island partnership laws are similar and in some instances the language of the statutes is identical. The rights, powers and liabilities of a general partner under New Hampshire's Limited Partnership Act, N.H.Rev.Stat.Ann. Sec. 305:10 (1984) are essentially the same as under R.I. Gen. Laws Sec. 7-13-24. The language making a partnership bound by a partner's wrongful act is identical in both states. Compare N.H.Rev.Stat.Ann. Sec. 304-A:13 with R.I.Gen.Laws Sec. 7-12-24. And in both states all partners are "jointly and severally liable for everything chargeable to the partnership." N.H.Rev.Stat.Ann. Sec. 304-A:15; R.I.Gen.Laws...
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