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

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

355 (1899) (citing a treatise for the proposition that "it is natural to suppose" that partners

intended to share losses "ifthey have said nothing to the contrary"); Refrigeration

Engineering Co. v. McKay, 4 Wn. App. 963, 974, 486 P.2d 304 (1971) (while the law

will assume an agreement to share losses from silence, "Ifjoint venturers wish to have a

contrary agreement as to the sharing of losses, they can easily make an express agreement

to that end.").

Washington cases recognize that some "loss sharing" is reflected in the fact that

partners share net profits rather than gross revenues. See, e.g., Oriental Realty Co. v.

Taylor, 69 Wash. 115, 120, 124 P. 489 (1912) ("It is true no mention is made of the

losses, but losses, if any, must first be deducted before there could be profits, and

necessarily must be borne equally"). Courts in Ohio, which has adopted the RUPA, have

concluded that even limited partners, who are statutorily protected from liability, are

treated as employers for unemployment contribution purposes as long as they act and are

treated like general partners in virtually every important respect other than their limited

liability. Appeal ofAnderson, 29 Ohio App.3d 248,504 N.E.2d 1155, 1159 (1985),

In this case, given the dentists' use ofa projected overhead factor that was based

on all collected revenues and all practice expenses, each dentist risked loss in two

respects. First, and as discussed in the Stuart case, supra, each dentist faced the risk that

one or two dentists might operate less economically, with the result that the overhead

DeFelice v. Emp 'f Sec. Dep 'f
No. 32382-0-III- dissent