June 24, 2019

June 24, 2019

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The One Thing You Should Not Call Someone Who Is Not Your Partner

I recently wrote about Magistrate Judge Jacqueline Scott Corley's ruling in  t'Bear v. Forman, 2019 U.S. Dist. LEXIS 19460.  In that post, I focused on the question of the enforcement of loans made by an unlicensed lender.  The case also involved a claim that the defendant owed a fiduciary duty based on the formation of a partnership under California law.

In denying the defendant's motion for summary judgment on the question of whether the parties had formed a partnership, Judge Corley focused on the emails exchanged by the parties that explicitly referenced their partnership.  For example, one email from the defendant sent an email to the plaintiff stating: "Last March, you asked that I level with you regarding our partnership in FairWay. . . . Consequently, Caleb, I am no longer able to proceed as your partner."  

The moral of the story is if you don't want to be partners, don't refer to yourselves as partners.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...