law-partnerships | partnership and joint venture | partnership formation and existence | contract formation |
common law partnership vs. statutory factors under the Texas Revised Partnership Act (TRPA) |
TEXAS REVISED PARTNERSHIP ACT (TRPA) - FORMATION FACTORS
TRPA lists five factors to be considered in determining whether a partnership has
been formed. This determination should be made by examining the totality of the
circumstances in each case, with no single factor being either necessary or
sufficient to prove the existence of a partnership. Here, the evidence is legally
insufficient to establish that a partnership existed between Ingram and Deere.
Because the evidence of the formation of a partnership is legally insufficient, we do
not address the issue raised in Ingram’s cross-petition challenging the court of
appeals’ decision that Ingram owed Deere a fiduciary duty. Accordingly, we reinstate
the trial court’s take-nothing judgment in favor of Ingram and reverse the court of
appeals’ judgment.
TRPA abrogated the common law’s requirement of proof of all five factors.
Ingram v. Deere,
No. 06-0815 (Tex. Jul 3, 2009)(Wainwright)(dispute over existence of partnership under TRPA, partnership
criteria/factors, fiduciary duty, common-law partnership vs. TRPA factors and standard, totality of the
circumstances test) (existence of partnership not proven, take-nothing judgment reinstated)
JESSE C. INGRAM, PH.D. AND BEHAVIORAL PSYCHOLOGY CLINIC, P.C. v. LOUIS DEERE, D.O. AND
HILLVALE MEDICAL GROUP ASSOCIATION D/B/A HILLVALE MEDICAL ASSOCIATION; from Dallas
County; 5th district (05-05-00063-CV, 198 SW3d 96, 04-27-06 Opinion of the Dallas court of Appeals)
2 petitions
The Court reverses the court of appeals' judgment and reinstates the trial court's judgment.
Justice Wainwright delivered the opinion of the Court, in which Chief Justice Jefferson, Justice Hecht,
Justice Medina, Justice Green, and Justice Willett joined, in which Justice O'Neill and Justice Brister joined
except as to part II.D.5.a, and in which Justice Johnson joined except as to part II.D.2. [pdf]
Justice Johnson delivered a concurring opinion. [pdf]
In this case, we review a court of appeals judgment reinstating a jury verdict finding that Louis
Deere, D.O. and Jesse C. Ingram, Ph.D. formed a partnership pursuant to the Texas Revised
Partnership Act (TRPA).
Koa Holdings, LP v. Young, 261 S.W.3d 60, No. 07-0197 (June 13, Tex. 2008) (Hecht)
(default judgment, restricted appeal, partnership law, partner vs. partnership as defendant, effect of failure
to name and serve defendant in individual capacity, individual liability of partner vs. liability of partnership)
KAO HOLDINGS, L.P., D/B/A SEBRING APARTMENTS AND WILLIAM KAO v. ANNIE LEE YOUNG; from
Harris County; 14th district (14-05-00398-CV, 214 SW3d 504, 11-21-06)
motion to take judicial notice denied
CASES FROM THE COURTS OF APPEALS IN WHICH PETITION FOR REVIEW
WAS DENIED
09-0366
CHRISTOPHER KNOWLES AND MINA MANN v. JIMMY D. WRIGHT; from Harris County;
1st district (01-08-00546-CV, ___ SW3d ___, 03-19-09, pet. denied July 2009)
as redrafted (partnership claim fails)