Thursday, February 14, 2013

Lupien v. Malsbenden case brief

Lupien v. Malsbenden case brief summary
477 A.2d 746

SYNOPSIS: Plaintiff customer filed a complaint in the Superior Court, York County (Maine), alleging breach of a written contract against defendant individual. After a bench trial, the trial court entered a finding that the individual was a partner in the business which the customer had contracted with, and accordingly, that the individual was liable for the partnership's breach of the contract. The individual appealed.

-The customer's complaint sought damages for a kit car that he contracted to buy, but that was never delivered.
-Though the contract was denominated between the customer and an indivual with a "doing business as" name, the customer alleged that the individual was liable to him because he was a partner in the business.
-On appeal, the individual, who claimed to be only a creditor of the business, argued that the trial court's finding that he was a partner was erroneous.


The court affirmed the judgment, stressing that § 286 of the Uniform Partnership Act, Me. Rev. Stat. Ann. tit. 31, § 286 (1978), defined a partnership as an association of two or more persons to carry on, as co-owners, a business for profit. The court found that the trial court's finding that he was a partner in the business was not clearly erroneous.

The court reasoned that: (1) the customer often dealt with the individual in inquiring about the status of his car; (2) the individual's alleged loan carried no interest or fixed payments, but was paid back from business profits; and (3) the individual took part in the business' day-to-day operations for several years after its alleged sole proprietor disappeared.

-If the arrangement between the parties otherwise qualifies as a partnership, it does not matter that parties did not agree expressly to form a partnership or did not intend to.
-D had a financial interest (called it a loan), unlike a banker, D had right to participate in control, and did so on day to day basis.

OUTCOME: The court affirmed the trial court's judgment.

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