§425-109  Formation of partnership. (a)  Except as otherwise provided in subsection (b), the association of two ormore persons to carry on as co-owners a business for profit forms apartnership, whether or not the persons intend to form a partnership.

(b)  An association formed under a statuteother than this part, a predecessor statute, or a comparable statute of anotherjurisdiction is not a partnership under this part.

(c)  In determining whether a partnership isformed, the following rules apply:

(1)  Joint tenancy, tenancy in common, tenancy by theentireties, joint property, common property, or part ownership does not byitself establish a partnership, even if the co-owners share profits made by theuse of the property.

(2)  The sharing of gross returns does not by itselfestablish a partnership, even if the persons sharing them have a joint orcommon right or interest in property from which the returns are derived.

(3)  A person who receives a share of the profits of abusiness is presumed to be a partner in the business, unless the profits werereceived in payment:

(A)  Of a debt by installments or otherwise;

(B)  For services as an independent contractoror of wages or other compensation to an employee;

(C)  Of rent;

(D)  Of an annuity or other retirement orhealth benefit to a beneficiary, representative, or designee of a deceased orretired partner;

(E)  Of interest or other charge on a loan,even if the amount of payment varies with the profits of the business,including a direct or indirect present or future ownership of the collateral,or rights to income, proceeds, or increase in value derived from thecollateral; or

(F)  For the sale of the goodwill of a businessor other property by installments or otherwise. [L 1999, c 284, pt of §1]

 

Case Notes

 

  Cited, where defendant adequately alleged that the friendsformed an association to carry on as co-owners a business for profit anddefendant thus sufficiently alleged the existence of a partnership; defendants'motion for judgment on the pleadings as to defendant's claims of breach offiduciary duty based on partnership law denied.  410 F. Supp. 2d 919.