creating any profit and had made no financial commitment apart from buying a domain name. The judge did not make a finding as to the cost involved in acquiring the domain name but there is no suggestion that it was significant. There is no evidence that any of the Four (people) sought to bind the other members of the Four. There was no agreement as to the business form which the Four would adopt for their business. There was no assurance of funding or of having the means to obtain regulatory approval. The questions of external funding, business model and regulatory approval were regarded by the parties as vital pieces of the jigsaw. In my judgment the judge was entitled to conclude that, without them, the parties were not bound together as partners.To be a partnership, business must be carried on in common by the persons involved. Merely working with others will not suffice.Spicer (Keith) Ltd v Mansell all ER 462 – B and M had agreed to form a limited company in order to run a restaurant and began to take some steps to accomplish this. B ordered some goods from the claimant for use by the company when it was formed. The goods were delivered to the address of the proposed company. Later, B and M opened a joint account in the name of the proposed company but omitting to include “limited”. B became bankrupt and the supplier of the goods sued M on the ground that he was in partnership with B. It was held that when the goods were ordered, both parties were merely working together to form a company and were not carrying on business in common with a view to profit. Accordingly, they were not partners within the meaning of s. 1(1) PA 1890, and M was not liable.Saywell v Pope(Inspector of Taxes)  53 TC 40 – Until 1972, S and P were carrying on business as partners. Later, in January 1973, they brought in two more persons (R and J) to help out in the business. In June 1975, a new agreement was drawn up in which R and J were designated as partners in the business from April1973, although they did not bring any capital into it. However, the firm’s banks, creditors and customers were not notified of any change in the partnership composition and the bank mandate in favour of S and P remained unchanged. It was held that the agreement of June 1975 had not created a partnership in favour of R and J.Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCYPARTNERSHIPS337For a partnership to exist, there must be business carried on by the persons concerned with a view to making profits. InPitreavie Golf Club v Penman SLT 247, it was held that an unincorporated golf club set up for members to play golf was not a partnership since the motive was not profit making.However, although, business must be carried on in common with a view to making profits, sharing or receiving profits is not necessary.
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