This opinion will be unpublished and

May not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).




Rural American Bank,



Safranski Brothers Partnership,


Filed February 17, 1998


Schumacher, Judge

Marshall County District Court

File No. 45-CX-97-53

Scott R. Hasbrouck, German, Neil, Hasbrouck, 208 Third Avenue Northwest, P.O. Box 528, East Grand Forks, MN 56721-0528 (for respondent)

Lawrence H. Crosby, Crosby & Associates, 630 Roseville Professional Center, 2233 Hamline Avenue North, St. Paul, MN 55113 (for appellant)

Considered and decided by Huspeni, Presiding Judge, Schumacher, Judge, and Mulally, Judge.**

Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. Art. VI, § 10.



Appellant Safranski Brothers Partnership argues that the district court erred in granting respondent Rural American Bank's summary judgment motion and entering judgment for costs and disbursements. We affirm.


Stephen Safranski and his brother Frank Safranski conduct business under the name of Safranski Brothers Partnership. John Safranski, Jr., another brother in the partnership, died, leaving his wife, Judy Safranski, as trustee of his estate. On December 22, 1995, Safranski Brothers issued a promissory note in favor of Rural American (formerly, Peoples State Bank of Warren) in the amount of $211,111.25, payable on March 1, 1996. Both brothers signed the note as partners of Safranski Brothers. The note was backed by a collateral security agreement.

Safranski Brothers subsequently failed to make the March 1, 1996, payment. As a result, Rural American sued, seeking payment on the note and/or possession of the collateral. Rural American eventually moved for summary judgment, which was granted by the district court. The court found Safranski Brothers in default on the note. This appeal followed.


In reviewing a district court's order granting summary judgment, this court must decide whether any issues of material fact exist and whether the district court erred in applying the law. Wartnick v. Moss & Barnett, 490 N.W.2d 108, 112 (Minn. 1992) (citing Offerdahl v. Univ. of Minnesota Hosps. & Clinics, 426 N.W.2d 425, 427 (Minn. 1988)). Safranski Brothers argues that the district court erred because the court only addressed Safranski Brothers's liability on the note and failed to discuss the issues related to the collateral security agreement.

Safranski Brothers argues that the collateral security agreement attached to the note is unenforceable because Judy Safranski, widow of another brother John Safranski, did not sign the document and Stephen and Frank Safranski lack the authority to act as agents. It is well settled under the Uniform Partnership Act (UPA) that "[e]very partner is an agent of the partnership for the purpose of its business." Minn. Stat. § 323.08 (1996). Furthermore, a partnership is usually bound by an act of a partner "apparently carrying on in the usual way the business of the partnership." Shetka v. Kueppers, Kueppers, Von Feldt & Salmen, 454 N.W.2d 916, 919 (Minn. 1990) (quoting Minn. Stat. § 323.08).

The collateral security agreement in this case was entered into for purposes of continuing the Safranski Brothers' business. Each brother signed the document as a partner of that business. Judy Safranski's signature was unnecessary because, according to the UPA, either of the brothers' signatures would have been enough to bind the partnership.

Safranski Brothers also claims that Rural American's failure to include indispensable parties in the lawsuit precludes a grant of summary judgment. A judgment entered without an indispensable party may be considered void. Minn. R. Civ. P. 19.02. A party is not considered indispensable, however, when a valid and binding judgment can be entered between the parties already present in an action. State Auto. and Cas. Underwriters v. Lee, 257 N.W.2d 573, 576 (Minn. 1977).

Safranski Brothers argues that Rural American should have named the brothers as individuals in the suit. According to the UPA, however, all partners are jointly and severally liable for all debts and obligations of the partnership. Minn. Stat. § 323.14 subd. 1 (1996). Rural American had the option of suing the brothers individually, or the partnership itself, or both. There is little practical difference either way.

Safranski Brothers also claims Judy Safranski and Burlington Northern Railroad must be joined as parties because they have a direct interest in the present litigation's collateral. Neither Judy Safranski nor Burlington, however, has anything to do with Safranski Brothers defaulting on the note. Burlington is simply a lessor of a leasehold interest that Safranski Brothers used as security for the loan. The controversy between Safranski Brothers and Rural American can be adjudicated in its entirety without joining Judy Safranski or Burlington in the action. Additionally, Safranski Brothers claims Valley Best Potato Co. is an indispensable party. We need not consider this issue because Safranski Brothers failed to raise it below. Thiele v. Stich, 425 N.W.2d 580, 582 (Minn. 1988).

Finally, Safranski Brothers claims that the deposition testimony of the brothers is inadmissible in the summary judgment motion. The alleged deposition of Stephen Safranski, however, is not in the record, and Frank Safranski's deposition is immaterial to the district court's findings. The deposition given by Frank Safranski consists of merely half a page of sworn statements and fails to state anything that cannot be found elsewhere in the record.

Safranski Brothers fails to provide any evidence that contradicts the facts in this case. Safranski Brothers does not dispute the fact that the brothers signed the agreement, nor does it dispute the fact that it defaulted on the note. The district court found that both Stephen and Frank Safranski, acting as agents on behalf of the partnership, freely and voluntarily signed the promissory note. Safranski Brothers presents no genuine issue of material fact. The district court was correct in its application of the law.