Problem 2-1
Dale considered herself a sole proprietor in the business of storing and selling spoil and that she considered Shady to be an independent contractor who sold spoil to her in exchange fro half the profits upon the eventual resale...Dale denied any intent to form a partnership; Shady testified that before the meeting with Harv: (1) Dale indicated “that she was interested in partnering up with me” and that they “needed to get rolling”, and that she would “hire an atty to legalize the agreement,” and (2) Dale and Shady “came to an agreement that Shady would deliver the spoil and Dale would pay the MSD invoices if Shady had trouble getting a loan,” and that “whatever monies we put into the operation to make it go, we’d get it back when we sold the spoil, and then we’d split the profits 50/50.”

Whether the appellate court should affirm the trial court’s ruling that Dale and Shady had entered into either a partnership or a JV?

A partnership may be formed pursuant to RUPA §202 if the parties merely have the intent to carry on a business for profit. There are no formal or legal requirements to form a partnership, and the subjective intent of the parties is unavailing. As in Byker v. Mannes, in ascertaining the existence of a partnership, the proper focus is whether the parties intended to, and in fact did, “carry on as co-owners of a business for profit,” not whether they intended to form a partnership.

Pursuant to RUPA §202(a) all that is needed is for the parties to agree to jointly own and manage a business for profit as co-owners. Therefore, in the lack of a formalized partnership agreement, a court may still find that parties had entered a partnership for the purpose of owning and managing a business for profit by their actions. Here, the court will consider (1) the intent to form a bona fide partnership and accompanying legal duties, (2) a