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



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



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



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



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



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



(A)  Of a debt by installments or otherwise;



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



(C)  Of rent;



(D)  Of an annuity or other retirement or
health benefit to a beneficiary, representative, or designee of a deceased or
retired 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 the
collateral; or



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



 



Case Notes



 



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