# Tayar v. Camelback Ski Corp.

> Supreme Court of Pennsylvania · July 18, 2012 · 616 Pa. 385

URL: https://www.frixlaw.com/law-library/cases/4965826

## Case

- **Full name:** Barbara Lichtman TAYAR v. CAMELBACK SKI CORPORATION, INC. and Brian Monaghan
- **Court:** Supreme Court of Pennsylvania
- **Decided:** July 18, 2012
- **Citations:** 616 Pa. 385; 47 A.3d 1190; 2012 Pa. LEXIS 1625; 2012 WL 2913750
- **Precedential status:** Published
- **Opinion:** Concurring in part by Eakin
- **Judges:** Baer, Castille, Consideration, Eakin, Files, McCaffery, Melvin, Opinions, Saylor, Todd
- **Cited by:** 77 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/4965826

## How later opinions describe it (automated extraction)

- recognizing that “avoidance of contract terms on public policy grounds requires a showing of overriding public policy (…continued
- recognizing that a corporation, which acts through its officers, employees, and other agents, generally is vicariously liable for acts committed by its employees in the course of employment
- noting that the “conceptualization of recklessness as requiring conscious action or inaction not only distinguishes recklessness from ordinary negligence, but aligns it more closely with intentional conduct.”
- holding that contract “releases for intentional tortious conduct” and “exculpatory releases of reckless behavior” are prohibited as a matter of public policy
- holding that pre- injury releases of liability for reckless behavior are against public policy

## Opinion text

Justice EAKIN,
concurring and dissenting.
I agree with the majority that reversal of summary judgment is appropriate because the release in question did not bar claims based on reckless conduct, as opposed to negligence. Accordingly, there is a question regarding whether the conduct was reckless; as the majority notes, to the degree the release barred claims based on recklessness, it was against public policy. However, I would affirm the Superior Court’s determination that the release did not cover employees of Camelback Ski Corporation. I would conclude, based on the absence of reference to employees or agents of the corporation, that Camelback employee Monaghan was not covered by the release.
Ambiguous language in an exculpatory contract is to be construed against the party seeking immunity from liability. See Topp Copy Products, Inc. v. Singletary, 533 Pa. 468 , 626 A.2d 98, 99 (1993). Here, I believe the Superior Court properly concluded the premise that a corporation can act only through its officers and employees was inapposite. As the court noted, “[a] corporation is a separate, fictional legal person distinct from its shareholders or employees[,]” Tayar v. Camelback Ski *1204 Corp., Inc., 957 A.2d 281, 289 (Pa.Super.2008) (citing Viso v. Werner, 471 Pa. 42 , 369 A.2d 1185, 1188 (1977)), and “[w]hen [it] enters into a contract, it does so only on behalf of its separate, fictional capacity, unless the contract or circumstances explicitly state otherwise.” Id., at 290 (citing Electron Energy Corp. v. Short, 408 Pa.Super. 568 , 597 A.2d 175 (1991), aff'd, 533 Pa. 66 , 618 A.2d 395 (1993)) (emphasis added). Thus, an agreement exculpating a corporation does not necessarily exculpate its employees, absent explicit language to the contrary, and I would hold that Camelback’s employees were not covered by this release.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/4965826. Public record. Not legal advice.