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Light Is Both A Wave And Particle, But A Corporation And A Partnership Is A "Legal Impossibility"
Wednesday, November 18, 2020

In 1905, Albert Einstein proposed that light, which until then had been considered to exist as waves, must also be regarded as particles.  Later, Nobel Prize winner Louis-Victor-Pierre-Raymond, 7th duc de Broglie, found that electrons have wave and particle properties.  What is possible in physics, however, apparently is impossible in the law.

No Corporate-Partnership Duality

In Jones v. Goodman, 2020 Cal. App. LEXIS 1086, the plaintiff alleged that he and two of his erstwhile college roommates had formed a partnership to operate a jewelry business known as Pura Vida.  The trial court, however, found the plaintiff's "claim that Pura Vida Bracelets was both a corporation and a partnership was 'a legal impossibility,' and based on the evidence before it, the company could not be both a partnership and a corporation at the same time".  The trial court further found that "there was no evidence that the parties agreed to form a partnership," "there was no evidence that a partnership existed," and "there was no evidence that a partnership operated as a going concern, including no K-1s, no partnership formation documents, no balance sheets, and no profit and loss statements."

While not disagreeing with the trial court's ultimate conclusion, the Court of Appeal parsed the plaintiff's argument somewhat differently, pointing out that the plaintiff's counsel had not argued that the corporation was simultaneously a partnership.  Rather, he had argued that "It's that the corporate owners are in partnership with a third person".  

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