This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (1994). STATE OF MINNESOTA IN COURT OF APPEALS C9-96-92 Margaret M. Betzold, Trustee for the Heirs of Bradley, Plaintiff, vs. Bridgestone/Firestone, Inc., a subsidiary of Bridgestone Corporation of Japan (formerly known as Firestone Tire & Rubber Company), an Ohio corporation, and DLR Construction Co., a Minnesota corporation, Defendants, and DLR Construction Co., a Minnesota corporation, defendant and third-party plaintiff, Appellant, vs. Rud Construction, Inc., third-party defendant, Respondent. Filed August 13, 1996 Affirmed Norton, Judge Dakota County District Court File No. C8-92-8099 William M. Hart, Katherine A. McBride, Randy A. Sharbono, Meagher & Geer, P.L.L.P., 4200 Multifoods Tower, 33 South Sixth Street, Minneapolis, MN 55402 (for Appellant DLR Construction Company) Jon A. Hanson, Mark S. Brown, Hanson Lulic & Krall, Suite 500, 920 Second Avenue South, Minneapolis, MN 55402 (for Respondent Rud Construction, Inc.) Considered and decided by Norton, Presiding Judge, Kalitowski, Judge, and Schultz, Judge.* U N P U B L I S H E D O P I N I O N NORTON, Judge Appellant, a third-party plaintiff, contends the district court erred in granting summary judgment for respondent, the third-party defendant, in an indemnity and contribution action arising from a wrongful death action. The district court properly determined that respondent owed appellant no legal duty. We affirm. FACTS Respondent Rud Construction had hired Bradley Betzold, a heavy-equipment mechanic who worked as an independent contractor, to repair some of its equipment. Betzold was killed on one of Rud Construction's road work sites in 1992 when the tire rim on a test-roller exploded as he attempted to remove the tire. Appellant DLR Construction Company (DLR) owned the test- roller and agreed to let Rud Construction use it. The parties contest the nature of the arrangement. Rud Construction contends DLR's vice president, Pat Murphy, agreed to loan the test-roller without any fee or formal agreement, as he had in 1991, whereas DLR contends a rental agreement required Rud Construction vice president Timothy Rud to pay a fee. Rud and Murphy did not discuss how they would handle any necessary repairs to the test-roller. Murphy did not explain any instructions of use, maintenance, care, or repair of the test- roller, despite the fact that he knew the tire rim would explode if a person removed the wrong ring of bolts when attempting to remove a tire. In the course of road construction, the test-roller began emitting smoke around one of the wheels. Rud thought the smoke was caused by a wheel rubbing against the concrete block on the test-roller. As Betzold attempted to investigate the problem, he removed the wrong set of lug nuts and the five-foot, 1,000-pound tire and rim assembly exploded, killing him. The trustee for Betzold's heirs brought a wrongful death action against DLR and Bridgestone/Firestone, Inc., the company that had made the divided rim assembly that exploded. DLR subsequently filed a cross-claim against Bridgestone/Firestone and a third-party action for indemnity and contribution against Rud Construction. Bridgestone/Firestone and Rud Construction brought motions for summary judgment. While the matter was pending, the heirs reached a settlement with Bridgestone/Firestone and DLR in the amount of $1.45 million. The district court then ordered summary judgment for Rud Construction on the basis that Rud Construction did not have any duty to DLR with regard to operating or fixing the heavy equipment. D E C I S I O N On review of summary judgment, this court must determine whether any material issues of fact exist and whether the district court erred in its application of the law. Wartnick v. Moss & Barnett, 490 N.W.2d 108, 112 (Minn. 1992). Indemnity Claim DLR claims indemnity from Rud Construction for the money paid to Betzold's trustee. The underlying action here sounds in negligence, as does DLR's third-party complaint against Rud Construction. Before the district court could determine that Rud Construction was negligent, DLR first had to establish that Rud Construction owed DLR a legal duty. Zimmer v. Carlton County Co-op Power Ass'n, 483 N.W.2d 511, 513 (Minn. App. 1992), review denied (Minn. June 10, 1992). The legal duty between parties establishes the "measure of care to be exercised by the party charged with negligence." Ruth v. Hutchinson Gas Co., 209 Minn. 248, 255, 296 N.W. 136, 140 (1941). DLR contends Rud Construction owed DLR a legal duty to call and inform DLR of mechanical problems before undertaking any repairs on the test-roller. Whether a duty exists is a question of law for the court to determine de novo. Servicemaster v. GAB Business Servs., Inc., 544 N.W.2d 302, 307 (Minn. 1996). We conclude that no duty existed here. DLR either had loaned or rented the test-roller to Rud Construction. In either instance, such an arrangement constitutes a "bailment," which the court defines as the legal relation arising upon delivery of goods without transference of ownership under an express or implied agreement that the goods be returned. Wallinga v. Johnson, 269 Minn. 436, 438, 131 N.W.2d 216, 218 (1964). The three elements of a bailment are: delivery of the chattel without transfer of ownership; implied or express acceptance of the chattel; and an express or implied agreement to return the chattel. Colwell v. Metropolitan Airports Comm'n, Inc., 386 N.W.2d 246, 247 (Minn. App. 1986). These three elements are present here. DLR gave Rud Construction permission to use its test-roller. The parties agree that DLR maintained ownership of the equipment; Rud Construction simply had the use of it on this Scott County road project. And they understood that Rud Construction would be returning the test-roller to DLR after that phase of the project was complete. The fact issues that DLR asserts, surrounding the arrangement to use the test-roller, are moot because bailments may occur upon lease or loan of chattel. Cf. Fjellman v. Weller, 213 Minn. 457, 463-64, 7 N.W.2d 521, 526-27 (1942) (involving leased equipment); Ruth, 209 Minn. at 255, 296 N.W. at 140 (involving gratuitous loan of equipment). In addition, regardless of whether the bailment involved payment, the same duty of care applies to Rud Construction: to exercise reasonable care as would an ordinarily prudent person and return the test-roller safely to DLR. See Central Mut. Ins. Co. v. Whetstone, 249 Minn. 334, 337, 81 N.W.2d 849, 851 (1957) (bailee has duty to exercise degree of care that ordinarily prudent person would consider commensurate with nature of bailment). That duty of care includes repair and maintenance of the bailor's property, unless the parties expressly agreed otherwise. Fjellman, 213 Minn. at 465, 7 N.W.2d at 527. No express agreement occurred here because Murphy admitted that he had not discussed the topic of repairs and maintenance with Timothy Rud. Nor are we persuaded that the alleged rental contract implied such a duty. The record contains no memorialization of that oral contract, no proof of express terms to establish a basis for different rules to apply here. As the bailee of DLR's test-roller, Rud Construction had the duty to exercise reasonable care with the equipment, do routine maintenance and repairs, and return the equipment safely to DLR. With no express agreements overriding the general rules of bailment, Rud Construction had no duty to call DLR before investigating the problem with the test-roller. Summary judgment for Rud Construction was proper on the indemnity claim. Contribution Claim DLR also raised a contribution claim against Rud Construction based on Timothy Rud's alleged failure to warn Betzold of the danger involved with repairing the test-roller. To establish a contribution claim, DLR needed to show that Rud Construction was liable to Betzold. See Hart v. Cessna Aircraft Co., 276 N.W.2d 166, 168 (Minn. 1979) (contribution appropriate when there is common liability among tortfeasors). The Minnesota Supreme Court has recognized two instances when an employer may be held personally negligent and liable for injury to an independent contractor such as Betzold. This personal negligence * * * may consist of a breach of a duty to exercise reasonably careful supervision of a jobsite * * * when the employer retains control or some measure of control over the project. Even where the employer retains no control, he may still owe a duty * * * to inspect and to warn before turning over the jobsite. Conover v. Northern States Power Co., 313 N.W.2d 397, 401 (Minn. 1981) (citations omitted). Contrary to DLR's contention, Rud Construction does not fall into either of these categories. Rud Construction maintained no control over Betzold's projects. Betzold was on the road construction site to repair other heavy machinery on the day of the accident; Rud Construction simply informed Betzold of the equipment that needed service. After briefly inspecting the test- roller, Timothy Rud asked Betzold to investigate that problem as well. Timothy Rud did not know the mechanics of the test-roller or its tire rim assembly; that is what Rud Construction paid Betzold to handle. Although Timothy Rud knew "something" was wrong with the wheel, he had no basis of knowledge to expect that the rim assembly could explode. Consequently, Rud Construction did not know of any dangers of which to warn Betzold. Indeed, it was DLR that had full knowledge of the danger, but took no precautions to warn those at risk. At the time DLR agreed to let Rud Construction use the test-roller, Murphy knew that the tire rim assembly was prone to explode if the bolts were not removed in proper order. Murphy knew that another tire rim had exploded when a man was working on it. Yet Murphy told Timothy Rud nothing of this problem or this danger, nor did he ever remind him to call for instructions if they should have tire/wheel trouble. The supreme court has noted: A lender of a chattel for the gratuitous use of the borrower owes the latter the duty of warning him of only those defects of which the lender is aware and which might imperil the borrower by the intended use of the chattel. When a person lends he should confer a benefit and not cause a harm. Ruth, 209 Minn. at 256, 296 N.W. at 140. DLR was the keeper of the knowledge about the danger of removing the tire, yet failed to pass it along to Rud Construction when allowing it to use the test- roller. Liability rests solely with DLR. Rud Construction had no duty to warn its independent contractor. Summary judgment on the contribution claim was appropriate. Affirmed. * Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.