Assumed Duty: When a Minnesota Business Becomes Liable

What is an assumed duty under Minnesota negligence law?

An assumed duty arises when someone with no legal obligation to act chooses to act anyway, and from then on the law requires reasonable care in doing it. The Minnesota Supreme Court stated the rule in Isler v. Burman, 232 N.W.2d 818 (Minn. 1975): “It is well established that one who voluntarily assumes a duty must exercise reasonable care or he will be responsible for damages resulting from his failure to do so.”

The rule matters because the starting point in a negligence case favors the business. A plaintiff must prove a duty, a breach, an injury, and causation, and duty comes first. In Doe 169 v. Brandon, 845 N.W.2d 174 (Minn. 2014), the court said that “The existence of a duty of care is a threshold question because a defendant cannot breach a nonexistent duty.” The same opinion states that “Minnesota law follows the general common law rule that a person does not owe a duty of care to another” when a third party causes the harm, unless a special relationship exists or the defendant’s own conduct created a foreseeable risk.

An assumed duty supplies a duty where none existed. In Ironwood Springs Christian Ranch, Inc. v. Emmaus, 801 N.W.2d 193 (Minn. App. 2011), the Minnesota Court of Appeals quoted one of its earlier decisions: “Minnesota recognizes that, even though there is no duty in the first instance, if a person voluntarily assumes a duty, the duty must be performed with reasonable care or the person will be liable for damages.” For the other routes to a duty, see how duty is established in a Minnesota negligence case. A careless statement of fact raises a different claim, negligent misrepresentation, which has its own elements.

How does a business assume a duty to its own customers?

A business assumes a duty to a customer when it undertakes a service it should recognize as necessary to protect that customer. Under Restatement section 323, which the Minnesota Supreme Court quoted in Funchess v. Cecil Newman Corp., 632 N.W.2d 666 (Minn. 2001), the business is liable “for physical harm resulting from his failure to exercise reasonable care to perform his undertaking” if its carelessness increased the risk of such harm or if “the harm is suffered because of the other’s reliance upon the undertaking.” The court summarized the rule in one sentence: “One who voluntarily assumes a duty will be liable for damages resulting from failure to use reasonable care.”

An inspection is one example. In Isler, a church organized a snowmobile party on a farmer’s land and had its youth director look over the trails for hazards. The court approved a jury instruction stating: “When one undertakes to make an inspection for conditions on land which may be dangerous, he assumes the duty of making an adequate inspection and discovering those conditions which are discoverable by such reasonable inspection.” The church argued it was being penalized for an inspection it never had to make, and the court rejected that argument.

Without an undertaking, a business does not owe customers protection from criminals just because they are customers. In Erickson v. Curtis Investment Co., 447 N.W.2d 165 (Minn. 1989), the court wrote: “As to business enterprises generally, the law has been cautious and reluctant to impose a duty to protect. A mere merchant-customer relationship is not enough to impose a duty on the merchant to protect his customers.” Earlier in the same passage, the court wrote: “Thus a duty to protect may be found in the innkeeper-guest and common carrier-passenger relationship.” The same case held that a parking ramp operator owes customers reasonable care to deter crime, so some premises carry their own duty. A business that owns or controls its premises also owes invitees the ordinary duty that Ironwood quoted from an earlier Minnesota Supreme Court decision: “Landowners have a duty to use reasonable care for the safety of all … persons invited upon the premises.”

When does taking over another company’s safety task create liability to third parties?

A business that takes on safety work for another party can be liable for “physical harm” to the people that work protects. Liability arises in three situations: its carelessness increased the risk of harm, it took over the other party’s duty, or the harm was suffered because of someone’s reliance on its work. Those are the three bases of Restatement section 324A, which the Minnesota Supreme Court adopted in Walsh v. Pagra Air Taxi, Inc., 282 N.W.2d 567 (Minn. 1979).

In Walsh, the court found that “The city, while having no affirmative duty to assist in the preservation of private property, voluntarily undertook to render fire protection services to airport users.” The private company running the airport’s services then took on that work: “By the terms of its operating agreement with the city, Pagra agreed to undertake the fire-protection duty assumed by the city.” When a pilot’s plane caught fire, the airport fire truck was stuck behind a damaged garage door. The court affirmed a verdict against the company because its employees failed to fight the fire with reasonable care.

Erickson applied the same rule to a security contractor. The ramp’s owner had leased the ramp to an operating company, and the owner hired a security firm that patrolled the entire ramp without distinguishing the owner’s patrons from the operator’s customers. The court held: “But section 324A also imposes liability on a defendant who undertakes for another (whether gratuitously or for a consideration) to perform a duty owed by the other to a third person.” The firm therefore owed the care of a reasonably prudent professional security firm to a customer it was never hired to protect.

The three bases do not all require the same proof. In Ironwood Springs Christian Ranch, Inc. v. Emmaus, 801 N.W.2d 193 (Minn. App. 2011), a group renting a retreat center salted and chopped ice at one door after a conversation with the owner’s host, and a guest later fell there. The court held that under the takeover basis, “one who undertakes a duty owed by another to a third person must completely assume the duty.” It also held that “Reliance by Ironwood or Larkin is necessary for a determination of liability under section 324A(c), but not under sections 324A(a) or (b).” Because the parties disputed who agreed to handle the ice, the court sent all three bases to trial. Tenants who share space face a related question about a tenant’s liability for common areas.

Why does adding security not make a business an insurer?

Minnesota courts have limited assumed-duty liability so that a business is not punished for trying to make people safer. In Funchess, an apartment complex had locked security doors, an intercom system, and a security guard on duty. Three unidentified intruders entered a tenant’s apartment and shot him, killing him, and his family claimed a rear door lock and his intercom did not work. The Minnesota Supreme Court reversed the court of appeals and held the landlord was not liable for the death.

The court explained its reasoning plainly: “We are not inclined to establish a rule that would discourage landlords from improving security.” It added that “We are generally cautious and reluctant to impose a duty to protect between those conducting business with one another.” The court also reasoned that the building’s security door kept visitors out of the building, while the apartment’s own lock kept them out of the unit. It confined the holding to its facts: “Although there may be other circumstances in which the duty to maintain security measures would give rise to liability for injuries of the type presented here, those circumstances do not exist in this case.”

Erickson sets a similar limit for a business that does owe a duty to deter crime: “the owner or operator is not an insurer or guarantor of the safety of its premises and cannot be expected to prevent all criminal activity.” Not every service counts as protective, either. In a nonprecedential decision, Martin v. Mid-America Festivals Corp., No. A23-0421 (Minn. App. Dec. 11, 2023), a festival’s shuttle to a remote parking lot did not create an assumed duty. The court noted that “a late shuttle bus to a parking lot does not create a foreseeable risk of physical harm.” Other courts are not required to follow a nonprecedential decision, so it shows how one panel applied the rule rather than binding law.

How do contracts change assumed-duty exposure?

A promise in a contract does not by itself create a negligence duty: when a contract provides the only source of duties between the parties, Minnesota law does not let a breach of those duties support a negligence claim. In Glorvigen v. Cirrus Design Corp., 816 N.W.2d 572 (Minn. 2012), an airplane maker sold a plane with transition training included, and the plaintiffs claimed one promised in-flight lesson was never given before a fatal crash. The court noted that “In that contract, Cirrus undertook to provide Flight Lesson 4a as part of the transition training included in the purchase price of the SR22.”

The court then held that the lesson was a contract duty only. It applied the rule that when “a contract provides the only source of duties between the parties, Minnesota law does not permit the breach of those duties to support a cause of action in negligence.” The wrongful-death negligence claims failed. A dissent would have allowed them because the case involved personal injury. The broader rule on when a contract claim shuts out a tort claim is covered in my article on the economic loss rule.

Contracts can also create tort exposure to outsiders. Walsh rested on an operating agreement, and Erickson on a security contract, and in both cases the contracting company owed a duty to people who were not parties to those contracts. The Glorvigen majority did not discuss Walsh, and the dissent cited Walsh for the point that a party can assume a tort duty through a contract. A written allocation of safety tasks also matters as evidence. In Ironwood, the court noted that “Under its contract with Ironwood for the use of the facility, Emmaus was not obligated to perform any maintenance or to sand, salt, or clear ice from the premises; Ironwood was responsible for providing safe walkways.” That allocation helped the renter show it was not a possessor of the land, though the assumed-duty claim still went to trial on what was said and done that weekend. An agreement that shifts these risks should also address indemnity for ordinary negligence, because indemnity decides who pays after a court assigns fault. Under Minn. Stat. § 337.02, an indemnification agreement in a building and construction contract, which Minn. Stat. § 337.01, subd. 2 defines to include “a contract for the design, construction, alteration, improvement, repair or maintenance of real property,” is “unenforceable except to the extent that: (1) the underlying injury or damage is attributable to the negligent or otherwise wrongful act or omission, including breach of a specific contractual duty, of the promisor or the promisor’s independent contractors, agents, employees, or delegatees; or (2) an owner, a responsible party, or a governmental entity agrees to indemnify a contractor directly or through another contractor with respect to strict liability under environmental laws.”

What does Minnesota’s Good Samaritan law require of a business in an emergency?

Minnesota requires a person at the scene of an emergency who knows that another person is exposed to or has suffered grave physical harm to give reasonable assistance, to the extent the person can do so without danger or peril to self or others. It also protects people who give emergency help without pay from liability for ordinary mistakes. Under Minn. Stat. § 604A.01, subd. 1, “A person at the scene of an emergency who knows that another person is exposed to or has suffered grave physical harm shall, to the extent that the person can do so without danger or peril to self or others, give reasonable assistance to the exposed person.” The statute adds: “Reasonable assistance may include obtaining or attempting to obtain aid from law enforcement or medical personnel.” A violation is a petty misdemeanor.

Subdivision 2 supplies the immunity. A person who, without compensation or the expectation of compensation, renders emergency care, advice, or assistance at the scene of an emergency “is not liable for any civil damages as a result of acts or omissions by that person in rendering the emergency care, advice, or assistance, unless the person acts in a willful and wanton or reckless manner in providing the care, advice, or assistance.” The statute defines the scene of an emergency as “an area outside the confines of a hospital or other institution that has hospital facilities, or an office of a person licensed to practice one or more of the healing arts under chapter 147, 147A, 148, 150A, or 153.” For this section, “person” reaches businesses: the definition ends “and any partnership, corporation, association, or other entity.” Emergency care also “includes providing emergency medical care by using or providing an automatic external defibrillator, unless the person on whom the device is to be used objects; or unless the person is rendering this care during the course of regular employment, the person is receiving or expects to receive compensation for rendering this care, and the usual and regular duties of the person include the provision of emergency medical care.”

The immunity has an exception that matters to employers. Under Minn. Stat. § 604A.01, subd. 2, “This subdivision does not apply to a person rendering emergency care, advice, or assistance during the course of regular employment, and receiving compensation or expecting to receive compensation for rendering the care, advice, or assistance.” For a person who meets both conditions, the immunity, which otherwise applies unless the care is willful and wanton or reckless, does not cover the care.

How is fault divided when an assumed-duty claim goes to trial?

Minnesota divides fault by percentage, and an injured person who was partly careless can still recover as long as that person was not more at fault than the business. Under Minn. Stat. § 604.01, subd. 1, “Contributory fault does not bar recovery in an action by any person or the person’s legal representative to recover damages for fault resulting in death, in injury to person or property, or in economic loss, if the contributory fault was not greater than the fault of the person against whom recovery is sought, but any damages allowed must be diminished in proportion to the amount of fault attributable to the person recovering.”

When several defendants share fault, Minn. Stat. § 604.02, subd. 1 provides that “contributions to awards shall be in proportion to the percentage of fault attributable to each” when two or more persons are severally liable. The statute then lists persons who are jointly and severally liable for the whole award, beginning with “a person whose fault is greater than 50 percent”. A business found more than half at fault can therefore be made to pay the whole award. Under Minn. Stat. § 604.02, subd. 2, “Upon motion made not later than one year after judgment is entered, the court shall determine whether all or part of a party’s equitable share of the obligation is uncollectible from that party and shall reallocate any uncollectible amount among the other parties, including a claimant at fault, according to their respective percentages of fault.” I suggest checking the current text of subdivision 2 before relying on that time limit. The statute states that it “applies to claims arising from events that occur on or after August 1, 2003.”

Assumed-duty cases can involve several parties, because the duty began with one party and passed to another. Walsh shows the result. The jury assigned 22 percent of the negligence to the pilot, 42 percent to the airport services company, and 36 percent to the city. The court held that the pilot’s own negligence in restarting a leaking plane did not automatically make him more negligent than the company, because the jury found the company’s failure to fight the fire greatly aggravated the damage.

What defenses fit an assumed-duty claim?

Defenses to an assumed-duty claim attack whether the business took on a duty at all and how far that duty reached. The existence of a duty is a legal question for the judge, as Doe 169 holds, but whether a business actually assumed a duty can be a question of fact for a jury, as Ironwood holds. That split shapes the defense: a business can win before trial by showing the task was not a protective service at all, as in Funchess and Martin.

A business facing an assumed-duty claim can weigh these defenses:

1. The task was narrower than the claim. Under the takeover basis, Ironwood requires that the business “completely assume the duty,” and it quoted a Minnesota Supreme Court dissent noting that “[t]he extent of the duty owed under section 324A is defined by the extent of the undertaking.” The renter’s alleged undertaking there covered only the ice where the guest fell, and the court left “the scope of its assumption of duty” for trial.
2. Nobody relied on the task. Reliance is required only for the reliance basis, but Ironwood also weighed it under the increased-risk basis: if the owner relied on the renter “by not instructing its own employees to salt or chop the ice,” the renter “may have increased the risk of harm” to the guest. Because the parties disputed whether the owner’s staff chopped ice that weekend, the court held that “genuine issues of material fact exist” under that basis too.
3. The criminal act broke the chain of causation. This defense has limits. In Glay v. R.C. of St. Cloud, Inc., 30 N.W.3d 639 (Minn. 2026), a nightclub’s policy was to remove anyone in a fight, but staff let ejected attackers back in. The court quoted its earlier decision: “A criminal intervening force, however, cannot be a legally effective superseding cause unless it possesses the attribute of unforeseeability.” It affirmed the order for a new trial. Glay was an innkeeper case, and the court noted that the overlap it relied on “may not always be the case.”
4. The injured person is your employee. Under Minn. Stat. § 176.031, “The liability of an employer prescribed by this chapter is exclusive and in the place of any other liability to such employee.” That exclusivity does not protect an employer other than the state or a municipal subdivision that fails to insure or self-insure its workers’ compensation liability, because the statute then lets the employee sue in court instead. In that suit, the statute provides: “The defendant may not plead as a defense that the injury was caused by the negligence of a fellow servant, that the employee assumed the risk of employment, or that the injury was due to the contributory negligence of the employee, unless it appears that such negligence was willful on the part of the employee.” The employer’s liability under the chapter, set by Minn. Stat. § 176.021, subd. 1, is to pay compensation “in every case of personal injury or death of an employee arising out of and in the course of employment without regard to the question of negligence.”
5. The injured person was more at fault. Comparative fault under section 604.01 reduces or bars the recovery, as described above, subject to the section 176.031 limit quoted in defense 4.

How Can a Business Limit Assumed-Duty Exposure Before a Claim?

A business that wants the benefit of voluntary safety work without open-ended liability should control the scope of what it takes on, because the cases above tie liability to what the business undertook. I suggest these steps:

1. Write down what you are taking on. I suggest describing the task, the area, and the schedule in writing, because Ironwood and Erickson turned on what the party actually undertook.
2. Allocate safety tasks in your leases and vendor contracts. I suggest stating who salts, inspects, patrols, and repairs, because Ironwood relied on the rental contract’s allocation and Walsh found the duty in an operating agreement. For a residential lease, Minn. Stat. § 504B.161, subd. 2 lets the landlord agree that the tenant will “perform specified repairs or maintenance, but only if the agreement is supported by adequate consideration and set forth in a conspicuous writing,” and adds: “No such agreement, however, may waive the provisions of subdivision 1 or relieve the landlord or licensor of the duty to maintain common areas of the premises.” A vendor’s indemnity in a contract to repair or maintain real property is subject to Minn. Stat. § 337.02, quoted above.
3. Perform the task consistently, and give notice before you stop. I suggest written notice to anyone who relies on the task, because reliance is one of the three bases of liability under section 324A.
4. Train staff to call for help in an emergency. I suggest it because section 604A.01 counts calling law enforcement or medical personnel as reasonable assistance.
5. Pay an injured customer’s immediate costs when it makes business sense. Under Minn. Stat. § 604.01, subd. 2, such a payment “shall not constitute an admission of liability by the person making the payment or on whose behalf payment was made.” A payment to a provider instead of the customer is covered when made “to others on behalf of such injured person with the permission of such injured person.” My article on refunds and payments made without admitting liability covers the paperwork.

If you would like me to analyze whether your business assumed a duty in a specific incident, or to draft the safety allocation in a lease or vendor agreement, email [email protected] with a short description. I start with an intake and conflict check before you send the contracts or other confidential documents. More on related claims is in my Minnesota business torts material.