Barnes, J.
Case Summary
Meridian North Investments, LP (“Meridian North”) appeals the trial court’s denial of its motion for summary judgment against Anoop Sondhi, D.D.S., M.S. (“Dr. Sondhi”). We affirm.
Issue
The restated issue before us is whether Dr. Sondhi personally is bound by exculpatory provisions in a lease with Meridian North that Dr. Sondhi signed on behalf of his orthodontic practice.
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However, as Dr. Sondhi notes, the Lease is not between him and Meridian North; it is between Sondhi-Biggs and Meridian North. Dr. Sondhi signed the Lease in his capacity as President of the corporation. In Indiana, it is well-settled that, when an agent discloses the identity of his principal and does not exceed his or her authority when contracting on the principal’s behalf, the agent is not personally bound by the contract unless the agent agrees to be so bound. Fiederlein v. Boutselis, 952 N.E.2d 847, 859 (Ind. Ct. App. 2011). Additionally, it is clear that “a corporation is a legal entity separate and distinct from its
shareholders and officers.” Winkler v. V.G. Reed & Sons, Inc., 638 N.E.2d 1228, 1231-32 (Ind. 1994). “Although a corporation acts only through its agents, officers, shareholders, and employees, it is the corporate entity that is legally responsible for those acts.” Id. at 1232. Thus, Dr. Sondhi personally was a third party to the lease, not a tenant.
The Lease here purports to absolve Meridian North of liability not only for damages sustained by the tenant, which would be Sondhi-Biggs, but also “any other person in the Leased Premises or in the Building by the Tenant’s consent, invitation or license, express or implied . . . .” App. p. 57. In Vernon Fire & Cas. Ins. Co. v. Graham, 166 Ind. App. 509, 336 N.E.2d 829 (1975), we addressed a lease agreement that contained nearly identical language purporting to exculpate the lessor from liability for injury to any person on the premises “by the Lessee’s consent, invitation or license, express or implied . . . .” We held: “Third persons not parties or privy to such a contract are not bound by it. . . . Thus a third party injured upon the premises might properly recover against lessor for lessor’s negligence.” Vernon Fire, 166 Ind. App. at 512-13, 336 N.E.2d at 832. This principle has been repeated in a number of other cases, such as Morris v. McDonald’s Corp., 650 N.E.2d 1219 (Ind. Ct. App. 1995). Indeed, our supreme court has stated, “A person cannot limit his or her tort law duty to third parties by contract.” Rhodes v. Wright, 805 N.E.2d 382, 385 (Ind. 2004); see also Dutchmen Mfg., Inc. v. Reynolds, 849 N.E.2d 516, 524 (Ind. 2006) (“Parties [to a contract] cannot by agreement transfer risk from themselves to non-parties.”).
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We find Griffen persuasive here. Although Dr. Sondhi signed the lease, the lease exclusively governs the business relationship between Meridian North and Sondhi-Briggs. Sondhi-Briggs is a legal entity separate from Dr. Sondhi. The injury arose from Meridian North’s implied invitation for business invitees to use the common areas to enter and exit the office building.
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Conclusion
The trial court properly denied Meridian North’s motion for summary judgment. We affirm.