“So are we in partnership, or not?”

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A claimed to own property and was in financial trouble. It agreed with R that A would sell the properties to R and A would help develop them and share profits: [3], [4], [143]

This arrangement fell apart because A didn’t own the properties: [6]

R did buy the properties from the mortgagee in possession and – speaking broadly – discussions progressed further on the basis A would still play a role: [8], [43]

The parties couldn’t agree on how to proceed and relations broke down: [9], [49]

A claimed to be in partnership with R, and that R breached its partnership duties to the tune of $6M: [13], [143]

A said that, among other things, the “general tenor” of the agreement and the profit share element meant it was a partnership agreement: [146]

The Court disagreed.

There was no express term that R would own the properties on behalf of the partners, or provision of liability of one partner for a co-partner’s dealings; references to “the project” were not indicia of partnership; and references to “partners” in early drafts of the document had been removed in the final version: [164 – 170]