In 2008, Foundation Surgery Affiliate of Southwest Houston, LLC, the owner of a medical facility, entered a purchase and sale agreement with Rainer Capital Acquisitions, LP. Rainer Acquisitions then assigned its interest to Rainer DSC Acquisitions, LLC, which purchased the property from Southwest and sold fractional tenant-in-common interests to multiple investors. Rainer DSC described the interests in its Private Placement Memorandum as a property that would be sold by Southwest and which Southwest would be the sole tenant. Additionally, Rainer DSC would manage the property and the twenty-nine physicians members of Southwest that would provide their medical services at the property. 

Two years after the agreement, Southwest stopped paying rent and vacated the property. The investors subsequently sued various Foundation Surgery Affiliates and the twenty-nine physicians, among others. The district court granted summary judgment in favor of the Foundation Surgery Affiliates and the twenty-nine individual physicians. The investors appealed, arguing that because the Private Placement Memorandum described the surgeons and the Foundation Surgery Affiliates as partners of Southwest, there was a partnership by estoppel. 

What are the elements of partnership by estoppel? Were the elements met in this case? How did the appellate court rule?