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use the IRAC Method to brief this case. Most cases present 1 issue, but I believe this case has 2, Breach of a Partnership and
use the IRAC Method to brief this case. Most cases present 1 issue, but I believe this case has 2, Breach of a Partnership and Violation of the Uniform Partnership Act. Since there are 2 issues, you must do 2 separate briefs for both. Issue: Breach of Partnership Rule Application Conclusion Issue: Violation of the Uniform Partnership Act Rule Application Conclusion Here is the case to brief: Rasmussen v. Jackson Robert Jackson, Sharon Magee, and another person agreed to raise a herd of bison. Magee owned land across the road from Jackson and purchased a 28 percent interest in the herd. She paid Jackson to manage her portion of the herd, which grazed her property as well as Jackson's. Sometime later, Galen Rasmussen became interested in the bison operation. Because Magee wanted to exit the operation, Jackson contacted Rasmussen, who bought the land from Magee. He also reached an agreement with Magee to purchase her share of the herd, although the agreement to buy her bison was never executed. Jackson helped manage Rasmussen's land while Rasmussen was out of the country. Rasmussen, in turn, allowed the entire bison herd to graze on his property. Eventually, the friendship between the two men deteriorated. Rasmussen notified Jackson that Jackson could no longer graze the herd on Rasmussen's land and filed an action against Jackson seeking a judgment that Jackson had no rights in Rasmussen's land. Jackson counterclaimed for breach of a partnership agreement and violations of the Uniform Partnership Act. The Iowa district court found there was never a partnership between Jackson and Rasmussen. Jackson appealed to the Iowa Court of Appeals. Viatheswaran, Judge A partnership is "an association of two or more persons to carry on as co-owners a business for profit... ." Iowa Code 486A. 101( 6). The term "association" signifies that the partnership is an entity separate from the partners. The term "co-owners" does not mean ownership of a business in the equity sense but the power of ultimate control. Persons may organize a partnership informally, without any written agreement, or even by accident. All that is necessary to establish a partnership is that the parties carry on a business for profit with the intention that they share ownership (control) of the business. Uniform Partnership Act 202, cmt. 1 (1997). In determining whether a partnership has been formed, certain rules apply. First, joint ownership "does not by itself establish a partnership, even if the co-owners share profits made by the use of the property." Iowa Code 486A. 202( 3)( a). Second, "[ t] he sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived." Iowa Code 486A. 202( 3)( b). Finally, "[ a] person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment of" certain enumerated expenses. Iowa Code. 486A. 202( 3)( c). Applying the first rule, the record reveals there was no joint ownership of property. Magee's farmland was in her name exclusively. Rasmussen purchased the property with a loan in his name alone and titled the property in his name alone. Iowa Code 486A. 204( 4). ( "Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.") The cost of maintaining the land remained Rasmussen's responsibility. While Jackson assisted with maintenance, he billed Rasmussen for the work. As for the bison herd, Rasmussen entered into a written agreement with Magee to purchase twenty-eight percent of the herd, with the actual number of bison to be determined at a later date. Also to be determined at a later date were Jackson's fees for managing the herd. Payment for the animals was to be "a mutually beneficial and flexible agreement between Sharon Magee and Galen Rasmussen." The agreement ended with the statement, "[ t] here is to be no partnership as such between Galen Rasmussen and Bob Jackson." Ultimately, no money for the bison changed hands and no bison were identified as belonging to Rasmussen. In fact, according to Rasmussen, Jackson placed a lien on Magee's percentage of the herd, precluding a transfer of the bison to him. In short, the bison were never jointly owned by Jackson and Rasmussen. Nor was equipment for maintenance of the herd purchased jointly. While Jackson testified that he expected Rasmussen to contribute to the purchase of additional equipment, he acknowledged that this equipment would be titled in Rasmussen's name exclusively. To summarize, joint ownership is not conclusive evidence of a partnership, but, in this case, it was not even presumptive evidence of a partnership, because there was no evidence that Rasmussen jointly owned property with Jackson. We turn to the second rule relating to the sharing of gross returns. Under the terms of Jackson's agreement with Magee, Magee was to pay forty percent of the expenses related to maintaining the common herd and was to receive twenty-eight percent of the proceeds. Assuming this arrangement could be characterized as a partnership, Rasmussen categorically stated he did not wish to participate in such an arrangement with Jackson. He testified, "I always intended from the beginning and stated from the beginning I wanted my own bison on my side of the road." He expressed a hope that he would have enough bison to slaughter to make payments on his farm and on the bison. That hope was not realized. We recognize Jackson testified to discussions with Rasmussen concerning the number of bison that would be slaughtered per year. However, he presented scant, if any, evidence that they shared gross returns. Accordingly, to the extent the sharing of gross returns could constitute evidence of a partnership, this factor was not present. This brings us to the third rule concerning receipt of a share of profits. This presumptive factor in favor of finding a partnership was not present. Returning to the definition of a partnership as "an association of two or more persons to carry on as co-owners a business for profit," we find no evidence of an association distinct from Jackson and Rasmussen. Iowa Code 486A. 201( 1). ( "[ P] artnership is an entity distinct from its partners.") We also find no evidence that Rasmussen had the power of ultimate control over a for-profit business distinct from his own business enterprise. Because there was no evidence of a partnership, we affirm the district court's dismissal of Jackson's counterclaims under the Uniform Partnership Act. Judgment for Rasmussen affirmed
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