Jackson National Life Insurance v. Workman Securities Corp., 803 F. Supp. 2d 1006

Gayle Sanderson bought a Jackson Perspective II Variable Annuity marketed by Thomas Petraeek; Petraeek’s involvement and Sanderson’s misrepresentation claim arose while Shields, a Workman Securities agent, signed Sanderson’s application.
Shields signed the application in January 2006, certifying Peterson discussed the policy with Sanderson, though Shields had not performed those actions.
Petraeek allegedly misrepresented that the policy’s value would not drop below the purchase price; Sanderson sought a refund after the value fell.
Jackson reimbursed Sanderson the full purchase price after investigating complaints and determined Petraeek had not been Workman’s agent at the time; Jackson then sought indemnification from Workman.
Workman had a Selling Agreement with Jackson obligating indemnification for losses from selling Jackson products and retained supervision/control over its agents; Petracek’s independent agreement with Workman included an indemnification clause that did not survive termination.
The court granted Jackson partial summary judgment on indemnification and supervision, denied on cooperation, and concluded Petracek’s indemnification duty did not survive termination; the matter proceeded to trial scheduling.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Who sold the Sanderson policy to Sanderson?	Sanderson is within the Selling Agreement because a Workman agent signed the application.	Petracek sold it while not a Workman agent; sale not governed by the Selling Agreement.	Workman sold the policy; Selling Agreement controls indemnity obligations.
Did the settlement with Sanderson trigger Workman’s duty to indemnify?	Settlement can trigger indemnity when within policy coverage.	Indemnity only triggers if liability is proven; settlement insufficient.	Settlement was reasonable and prudent, triggering indemnity.
Was Workman liable for failure to supervise Shields or Petracek?	Contract places supervision responsibility on Workman for its agents; Shields was Workman’s agent when he signed.	Petracek not an agent at the relevant time; no duty to supervise pre-licensure.	Workman liable for failure to supervise Shields; no liability for Petracek pre-agreement.
Did Workman fail to cooperate with Jackson?	Workman conducted an investigation and communicated with Jackson.	Workman sent a disclaimer letter before final determination; disputed cooperation.	Material facts remain; summary judgment denied to both sides.
Does Petracek’s indemnification clause survive termination of his RRA?	Indemnification clauses may survive depending on contract terminology.	Termination clause enumerates survivals; indemnification not listed.	Indemnification clause did not survive termination; Petracek not liable.

Lampert Lumber Co. v. Joyce, 405 N.W.2d 423 (Minn. 1987) (contract/indemnity and contractual liability principles)
Osgood v. Med., Inc., 415 N.W.2d 896 (Minn.Ct.App.1987) (indemnity trigger when liability assessed or settlement reached)
Miller v. Shugart, 316 N.W.2d 729 (Minn. 1982) (establishes prudent/reasonable settlement standard for indemnity)
Lesmeister v. Dilly, 330 N.W.2d 95 (Minn. 1983) (negligence claims cannot lie on purely contractual grounds; survival limits)
Keiper v. Anderson, 138 Minn. 392, 165 N.W. 237 (1917) (historical contract principles and survival of duties)