In 2006, members of Vietnamese families decided to buy a farm with six chicken houses in Georgia. A \($320,000\) down payment was required for the \($1,490,000\) Georgia Farm. The family members agreed to contribute varying amounts corresponding to their respective future profits. For example, one married couple contributed \($80,000\) for a 25 percent share of any future profits. Two years later, the families sold the Georgia Farm and used the profits to pay for a new chicken farm in Texas. Like with the Georgia Farm, the family members agreed to pay a salary to those that worked on the chicken farm. In 2010, the families sold the First Texas Farm. Instead of jointly deciding to purchase another chicken farm, several family members decided to exclude the remaining participants. Phap Nguyen, Andy Ngo, and Dung Vu chose to use their share of the profits to buy another chicken farm in Texas and distributed the rest to the individuals who had initially contributed to buy the Georgia Farm. Throughout the business’s duration, Ngo had been in charge of most aspects of the business because he had the greatest English skills. Ngo also made the calculations for the profit distributions. It came to light that Ngo had withheld 20 percent of the profits to pay himself and Nguyen, allegedly because they had stopped paying themselves a salary when the business faced financially difficult times. The family members had not agreed to withhold 20 percent for Ngo and Nguyen’s labor costs. Manh Hoang and Dung Le, two family members, sued Phap Nguyen, Andy Ngo, and Dung Vu for breach of a partnership agreement and breach of fiduciary duties arising out of the management and dissolution of the chicken business. The jury returned a verdict for the plaintiffs. The defendants appealed, arguing, inter alia, that there was insufficient evidence to show that a partnership existed.
1. What was the appellate court’s reasoning for its decision on appeal?
2. What are the most important factors in finding that a partnership exists?