Wash. Court of Appeals published opinion — 323820.opn.pdf

Citation: Wash. Court of Appeals published opinion — 323820.opn.pdf
Jurisdiction: Washington (state)
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partnership does not make it a partnership. State v. Bartley, 18 Wn.2d 477, 481,139

P.2d 638 (1943). Essential to the creation of a partnership is an express or implied

partnership contract. Ederv. Reddick, 46 Wn.2d 41, 49,278 P.2d 361 (1955). Whether

a partnership contract exists depends on the parties' intentions, manifested by all facts

and circumstances, including the parties' actions and conduct. Bartley, 18 Wn.2d at

482; see also Douglas v. Jepson, 88 Wn. App. 342, 347,945 P.2d 244 (1997). While a

partnership's existence can be established by circumstantial evidence, "circumstantial

evidence does not tend to prove the existence of a partnership unless it is inconsistent

with any other theory." Eder, 46 Wn.2d at 49. Another important test in determining

whether a partnership is formed is sharing losses. Gottlieb Bros. v. Culbertson's, 152

Wn. 205, 209, 277 P. 447 (1929); see also Bengston, 42 Wn.2d at 409 ("A partnership

is formed by agreement to place money, effects, labor and skill ... in a lawful business

and to divide the profits and bear the losses in certain proportions.").

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No. 32382-0-111
DeFelice v. Emp't Sec. Dep't

Dr. Armand challenges 16 of the commissioner's findings of fact and four

conclusions of law. 3 The majority of Dr. Armand's error assignments involve disputes

with the commissioner's findings regarding the association agreements. He argues the

association agreements were orally modified and/or revoked and a partnership formed.

But the record contains other facts that do not support his argument.

In 1966, Dr. Armand registered his dental practice as a sole proprietorship with