## Facts

- Don King operated a car-wash systems business (Washco/Wash Systems, Inc.) and resold “QuikPay,” a cashless car-wash payment system obtained from a supplier.
- Scott Willson, an electronics technician and programmer, began assisting King around 1999 and was asked to develop technology to make QuikPay more marketable for unattended car washes.
- King, Willson, and a supplier employee discussed forming a business around the improved system and used the name “Secure Data Systems” (later “KeyTronics” when the original name was unavailable for incorporation).
- Willson performed substantial technical development, maintenance, and repair work without direct compensation, asserting his work was his contribution to the venture.
- King pursued the commercial side, including acquiring customers and inventory connected to the QuikPay business, with Willson assisting in tasks such as building a website and establishing business communications under the venture’s name.
- The parties jointly promoted the venture at a car-wash convention in 2003 and presented the business to others under the shared venture name.
- In December 2003, the relationship ended; King offered to pay Willson for time spent servicing QuikPay systems, but Willson refused, insisting he was a partner entitled to dissolution and an accounting.

## Issues

1. Whether King and Willson’s conduct created a partnership under Nebraska’s Uniform Partnership Act (1998) by associating “to carry on as co-owners a business for profit,” regardless of expressed intent.
2. If a partnership existed, whether it encompassed the QuikPay/KeyTronics venture (and not necessarily King’s broader car-wash business).
3. What burden of proof and standard of appellate review apply in an equitable action seeking dissolution and an accounting between alleged partners.

## Decision

- The Nebraska Supreme Court reversed the district court and remanded for further proceedings.
- The court held Willson proved by a preponderance of the evidence that a partnership existed between Willson and King concerning the QuikPay/KeyTronics business.
- The court rejected the district court’s conclusion that no partnership existed due to the absence of a “specific agreement.”
- The court also rejected the district court’s alternative reasoning that any partnership could not include profit-generating activities because King did not commit his preexisting business to it.
- The matter was remanded for proceedings consistent with recognizing a partnership and addressing dissolution and accounting.

## Legal Principles

- A partnership is formed when two or more persons associate to carry on as co-owners a business for profit, whether or not they intend to form a partnership.
- “Business for profit” is satisfied if the parties intended to carry on a business with an expectation of profits.
- Co-ownership concerns co-ownership of the profit-seeking business, not merely shared ownership of property.
- Co-ownership is assessed using objective indicia (commonly profit sharing, control sharing, loss sharing, contribution, and property ownership); no single indicium is necessary or sufficient.
- In disputes between alleged partners, the party asserting a partnership bears the burden to prove it by a preponderance of the evidence.
- An action seeking dissolution and accounting between partners is equitable and is reviewed de novo on the record.

## Conclusion

The court held that a partnership can be created by parties’ objective conduct in pursuing a discrete profit-seeking venture, even without a formal agreement or expressed intent to form a partnership, and it ordered further proceedings to address dissolution and an accounting based on that partnership.


In re Dissolution & Winding Up of KeyTronics, 274 Neb. 936, 744 N.W.2d 425 (2008)