Brown and Green are trained in the mediation and arbitration of business disputes. They share office space, a receptionist and a telephone number to minimize their expenses.

They advertise services as "Brown and Green, Certified Arbitrators and Mediators."

The receptionist answers their phone as the offices of Brown and Green.

They do not share their earnings, nor do they discuss their cases with one another because of confidentiality issues.

Sarah sees their advertisement on Facebook, calls their number and schedules an appointment with Brown. She meets with Brown and hires him to help arbitrate a dispute she is having with her business partner. Unhappy with the outcome, she files a lawsuit against Brown and Green for negligence and malpractice.

1. Does a partnership between Brown and Green exist under Section 202(a) of the Uniform Partnership Act (UPA)? Why or why not?
2. Does an apparent partnership between Brown and Green exist under Section 308(a) and (b) of the UPA? Why or why not?
3. If it is determined that a form of partnership exists under either or both of 1 and 2, above, what will be the extent of Green's liability, assuming that Green had no contact with Sarah or involvement in her case?
4. How would you advise Brown and Green to change the specifics of their office arrangement if they sought your counsel on how best to avoid any argument that they were in partnership?