Since Rob's entitlement to profits derived from his compensation for employment, his relationship is that of employee/employer, rather than co-owner. Since no partnership was formed, Rob is not liable for the debt.
(c) Liabilities of Ned
The essential elements of a partnership are a community of interest an agreement to share profits or losses resulting from the enterprise.
In order to classify Ned's $50,000 loan as capital contribution, the transaction as a whole must reflect the desire of Ned to participate as an owner. Here, the parties expressly stated that Ned's $50,000 capital was a loan and not capital contribution. Furthermore, Ned's ability to only partake in the profits but not the losses of the business venture tends to support this assessment. For this reason, Ned is not a general partner and therefore Santa Rosa Bank and Bank of Money cannot recover from him
(d) Liabilities of Mr. Money Bags
The Uniform Partnership Act declares "when a person, by words spoke or written .. .or consents to another representing him to any one as a partner in an existing...
he is liable to any such persons to whom such representations has been made, who has, on the faith of such representations, given credit to the actual partnership."
Therefore, a person my become liable as a partner simple by holding himself out as one.
Since Mr. Moneybags consented to the representation that Jack made to Bank of Money, indicating that Mr. Moneybags was the new partner of Romulus, and this representation was relied upon by the bank in their decision to extend the $100,000 loan, Mr. Moneybags is liable as a general partner of Romulus, for the loan payments extended by Bank of Money. However, since this representation was not extended to Santa Rita Bank, Mr. Moneybags is not liable on their note.
Corp. Code § 16100 et seq.
Corp. Code § 16101(8)
Owens v. Palos Verdes Monaco (1983) Cal. App. 3d. 855, 865.
Solomont v. Polk Development Co (1966) 245 Cal. App. 2d 488.
Estate of Foreman (1969) 269 Cal. App.2d 180
Sandberg v. Jacobsen, (1967) 61 Cal. Rpt. 436.
U.P.L. § 16.
