X and Y formed a partnership. X will contribute a piece of land together with a building. Y will contribute cash and services. However, the partnership contract was embodied in a private written instrument. Years later, the partnership become profitable. Y hoarded all of the profit and gave nothing to X. Y refused to give X his share in profits because he argued that there was no partnership in the first place because it was not in a public instrument and was not registered with the SEC. Is Y correct? a