Gain Without Regard To Profits Does Not A Partnership Make

• Jurisdiction: California,United States
• Law Firm: Allen Matkins Leck Gamble Mallory & Natsis LLP
• Subject Matter: Environment, Waste Management
• Author: Mr Keith P. Bishop
• Published date: 26 June 2023

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form a partnership". Cal. Corp. Code ' 16202(a). A partnership agreement, moreover, may be written, oral or even implied. Cal. Corp. Code ' 16101.

"April is the cruellest month . . ."

In Ecohub, LLC v. Nortech Waste LLC, 2023 WL 3852700 (N.D. Cal. June 6, 2023), the plaintiff and the defendant jointly pitched a proposal to manage and operate a waste facility. If successful, the defendant would be paid $10 per ton of waste collected and the plaintiff would be entitled to the remaining profits from operating the facility. Needless to say, the pitch did not go well and the plaintiff sued for breach of fiduciary duty. In order to establish a fiduciary duty, the plaintiff alleged that the arrangement constituted a partnership or...