§ 425.109

§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

s 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 (2005).