A. Gay Jenson Farms Co. v. Cargill, Inc.
Supreme Court of Minnesota
309 N.W.2d 285 (1981)
Cargill (defendant) financed grain elevator operator Warren under an open-account credit arrangement that grew over time, and Cargill increasingly took over aspects of Warren's internal operations — approving Warren's major transactions, reviewing its finances, and eventually managing its daily cash position and running funds through a Warren bank account funded by Cargill drafts. Even after learning Warren was misusing funds, Cargill kept extending more credit rather than cutting Warren off, while Warren came to ship 90% of its grain to Cargill. When Warren went bankrupt, farmers (plaintiffs) who had sold grain to Warren sued Cargill directly, and a jury found Cargill liable as Warren's principal.
Whether a creditor is liable as principal for a debtor's contracts when the creditor takes control over the debtor's business operations.