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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Original Source: https://www.courts.wa.gov/opinions/pdf/323820.opn.pdf ↗

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been consistently followed in Washington." Id. Accordingly, even if section 3 of the

association agreements could be construed to prohibit the parties from orally terminating

or modifying the association relationship it would be meaningless, since section 3 was

itself subject to oral modification.

In the context of professional service providers, it is not unusual for an

employment relationship to ripen into a partnership. An experienced dentist, like any

experienced professional, will often want the right of control over a new professional in

his practice and to have the right to terminate a relationship that might not work out.

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DeFelice v. Emp '( Sec. Dep '(
No. 32382-0-111- dissent

Once the professionals have worked together successfully over time, however, the hiring

professional may well be comfortable relinquishing control and sharing ownership, and

the junior professional might insist on becoming a partner. If not, she might leave in

order to practice where she is better compensated and entitled to share more control.

There is no question that Dr. Armand and his daughters could implicitly terminate

the association agreements by orally agreeing to begin operating as a partnership. A

partnership agreement may be oral and may even be implied. RCW 25.05.005(7)

(defining "partnership agreement"); Roediger v. Reid, 133 Wash. 608,234 P. 452 (1925)

(a partnership may be established without a formal contract and may be made by oral

agreement),

If the issue of whether the dentists had modified or terminated the association

agreements had been treated as an issue of fact, we would review whether substantial