Law School Case Brief
MAS Assocs., LLC v. Korotki - No. 228, 2018 Md. App. LEXIS 891 (App. Sep. 21, 2018)
A partnership is an association of two or more persons to carry on as co-owners of a business. Md. Code Ann., Corps. & Ass'ns §9A-101(i). Accordingly, there is no requirement that a partnership be formally established in a writing, as long as the definition is met. Thus, "whether or not a partnership exists is to be gathered from the intention of the parties revealed by their conduct and the circumstances surrounding their relationship and the transactions between them."
Korotki filed a suit for repayment of two loans that he contributed as capital to the proposed merged business, MAS Associates, LLC ("MAS"). He sued for breach of contract and declaratory judgment as a result of an unsigned interim agreement that outlined the duties of the parties during the period between pre and post-merger. The trial court ruled in favor of Korotki and held that he was entitled to an apportionment of his interest in the partnership.
Did the trial court err in concluding that a partnership existed under the Maryland Revised Uniform Partnership Act ("RUPA") between MAS Associates, LLC, and its three managerial employees?
The court affirmed the judgment of the trial court, finding that a partnership existed between Korotki and appellants, based upon the intent of the parties, community of interest, and the sharing of profits, capital and control. The court held that the trial court's decision was not to include MAS as a fourth member of the partnership, but the vehicle by which the joint venture conducted its business. Therefore, the trial court did not err in finding that Korotki was entitled to a one-third interest in the partnership property. While there was no other document in the record that would indicate that the parties indicated an intention to be bound to a partnership, the court could still find an intention to create a partnership, if there was profit sharing and a community of interest in the business.
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