Indications of Partnership. In August 1998, Jea Yu contacted ...

[rosent76]

Indications of Partnership. In August 1998, Jea Yu contacted Cameron Eppler, president of Design88, Ltd., to discuss developing a Web site that would cater to investors and provide services to its members for a fee. Yu and Patrick Connelly invited Eppler and Ha Tran, another member of Design88, to a meeting to discuss the site. The parties agreed that Design88 would perform certain Web design, implementation, and maintenance functions for 10 percent of the profits from the site, which would be called The Underground Trader. They signed a Master Partnership Agreement, which was later amended to include Power Uptik Productions, LLC (PUP). The parties often referred to themselves as partners. From Design88's offices in Virginia, Design88 designed and hosted the site, solicited members through Internet and national print campaigns, processed member applications, provided technical support, monitored access to the site, and negotiated and formed business alliances on the site's behalf. When relations among the parties soured, PUP withdrew. Design88 filed a suit against PUP and the others. Did a partnership exist among these parties? Explain.

Question 2

An agent is expected to perform responsibilities with the degree of care that is called ordinary care under the circumstances.
 a. True
  b. False
  Indicate whether the statement is true or false

[srodz]

Answer to Question 1

Indications of partnership
Indications of partnership in this case include the sharing of profits among the parties and their apparent intent to enter into a partnership, as shown by their Master Partnership Agreement and that they often referred to themselves as partners. If there is a partnership, Design88 was clearly a partner, as evidenced by what it did on behalf of the association. Indications that there was no partnership include that the facilities through Design88 performed were apparently not jointly owned by all of the parties and that Design88 appeared to act substantially on its own, as regards the Web site. The case was moved to a federal district court, and on the defendants' motion to dismiss the suit for lack of personal jurisdiction, the court held that it had jurisdiction. In explaining its reasoning, the court noted that the parties had entered into a Master Partnership Agreement and regularly conducted themselves and referred to themselves and as partners to a joint venture. The court added, however, that it did not pass on the ultimate merits of the question of the existence of a partnership or the actual nature of the parties' relationship.

Answer to Question 2

FALSE