Elting v. Elting, 849 N.W.2d 444

Glenn Elting & Sons was a family farming partnership; managing partners during the dispute were Kerwin, Perry, Carl, and Knud.
The Partnership Agreement required a majority of managing partners (≥3 of 4) to approve significant actions; it also contained a limitation-of-liability clause for good-faith acts.
Kerwin (without the other partners’ contemporaneous assent, according to the trial court) executed a series of Cargill "focal point" contracts in 2008–2009 that altered prior hedge contracts and produced large losses (total partnership loss found to be $2,144,350).
After dissolution steps began, Perry and Knud discovered the losses when preparing separate financials and sued Kerwin for their share of the losses.
At bench trial the district court found Kerwin lacked authority to bind the partnership, the other partners did not ratify his actions, and the limitation clause did not shield him; it entered judgment for plaintiffs for $1,072,175 plus prejudgment interest. The Nebraska Supreme Court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Nature of action / standard of review	Elting (plaintiffs) characterized claim as contract damages (action at law).	Kerwin argued disputes among partners are equitable (de novo review).	Court: claim is for contract damages (action at law); apply bench-trial standards (defer to factual findings unless clearly wrong).
Authority to bind partnership	Perry/Knud: Kerwin lacked actual authority because paragraph 5.3 required majority approval and they never consented.	Kerwin: managing partners had informal consensus; he routinely handled contracts and thus had authority.	Court: Affirmed district court — factual findings supported that Kerwin lacked authority to enter the focal point contracts.
Ratification	Plaintiffs: no ratification; they lacked actual knowledge.	Kerwin: constructive knowledge (e.g., balance sheet signatures, access to files) sufficed to ratify.	Court: Ratification requires actual knowledge; constructive notice insufficient. No ratification proved.
Limitation-of-liability clause	Plaintiffs: clause applies only to good-faith acts; Kerwin’s concealment and lack of disclosure undercuts good faith.	Kerwin: clause shields partners who act in good faith and reasonably believe act is in partnership’s interest.	Court: Clause does not shield Kerwin because factual findings show lack of good faith/forthrightness; thus clause inapplicable.

Liljestrand v. Dell Enters., 287 Neb. 242, 842 N.W.2d 575 (bench-trial credibility deference)
Koricic v. Beverly Enters.-Neb., 278 Neb. 713, 773 N.W.2d 145 (actual authority definition; scope of agent authority is a factual question)
Robertson v. Jacobs Cattle Co., 285 Neb. 859, 830 N.W.2d 191 (distinguishing equity partnership dissolution/accounting actions)
Thomas & Thomas Court Reporters v. Switzer, 283 Neb. 19, 810 N.W.2d 677 (suit for contract damages is an action at law)
Brook Valley Ltd. Part. v. Mutual of Omaha Bank, 285 Neb. 157, 825 N.W.2d 779 (ratification principles; burden on ratification affirmative defense)
Henderson v. City of Columbus, 285 Neb. 482, 827 N.W.2d 486 (appellate review of bench trial factual findings)