Johnson v. Antoine - 98-1285 ( La. App. 5 Cir 05/19/99), 735 So. 2d 856

Rule:

To establish the existence of a partnership without a written agreement, a plaintiff has the burden of proving: (1) the parties mutually agreed to form a partnership and to participate in the profits which would accrue from the business in determined portions; (2) that they agreed to share in the losses as well as the profits of the partnership; and (3) that the property or stock of the enterprise formed a community of goods in which each party has a proprietary interest.

Facts:

Defendant Gregory Antoine was a baker and romantically involved with Dominique Johnson. Without a written agreement, the parties opened a bakery, for which Antoine did all the baking, and Johnson handled the business transactions. Johnson instituted a claim for damages against Antoine. The trial court concluded that a partnership did not exist, relying primarily on the fact that Ms. Johnson's name is not on the partnership license nor on the bank account for the store. Thus, Johnson’s claims for damages were dismissed. Johnson appealed the dismissal of her claim.

Issue:

Was there a partnership between Antoine and Johnson?

Answer:

No.

Conclusion:

The court affirmed the dismissal, finding that no partnership existed, and because Johnson only sought damages under a partnership theory, she could not recover. Testimony showed that Antoine did not intend for the bakery to be a partnership between Johnson and himself. Johnson’s name was not on the bakery's bank account or license, all of which Johnson was aware. There was no evidence that the parties shared in the losses and profits of the business. The court held that the parties had a business relationship, but the relationship did not have all the characteristics of a partnership. Because Johnson did not seek damages under quantum meruit, but only under a partnership theory, she could not recover for her time, efforts, and financial investment in the bakery.