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

Citation: Wash. Court of Appeals published opinion — 323820.opn.pdf
Jurisdiction: Washington (state)
Source verification: official_capture_completeness_unverified
Original Source: https://www.courts.wa.gov/opinions/pdf/323820.opn.pdf ↗

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10 If the actual overhead proved to be less than 60 percent of total collected
revenue, then Drs. Loretta and Louise would receive a smaller percentage profit from
their production than Dr. Armand. If the actual overhead proved to be more than 60
percent of total collected revenue, then Dr. Armand would receive a smaller percentage
profit on remaining revenue than was received by Drs. Loretta and Louise.
25

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

possible but highly implausible, or (2) would occur over time and could be addressed

through the partners' agreement that financial interests may need to be adjusted, then it

might not weigh heavily, if at all, against finding formation of a partnership. In this case,

both Dr. Armand and Dr. Louise testified that when unforeseen contingencies arose in

their family partnership, they "talk about it." AR at 138-39, 147 (Dr. Armand).

In any event, dispositive here is that the RUP A expressly provides that how

partners choose to divide losses is a matter for their agreement. For the commissioner to

conclude that anything other than exactly equal loss-sharing prevented the formation of a

partnership is contrary to Washington statutes.

The form in which Dr. Armand reported and registered the practice is
insufficient as a matter oflaw to support characterization as a partnership.
It was legal error to conclude otherwise.

The third basis for the commissioner's pivotal conclusion that the dentists were

not operating as a partnership was its findings that Dr. Armand did not update his 1966

registration with the department in 2008 to reflect the fact that he had begun operating in