## Facts

- Robert J. Lupien contracted with Stephen Cragin, doing business as York Motor Mart, to construct a specially built Bradley automobile for $8,020.
- Lupien paid a $500 deposit and later paid $3,950; the purchase order and bill of sale identified the seller as “York Motor Mart.”
- After contracting, Lupien regularly visited the premises and generally dealt with Frederick V. Malsbenden because Cragin was seldom present.
- Malsbenden instructed Lupien to sign over his pickup truck as the remaining contract consideration so the proceeds could be used to complete the vehicle; Malsbenden provided a rental car and later a “demo” Bradley for Lupien’s temporary use.
- The “demo” vehicle belonged to a third party and had been consigned for resale; after the issue arose, Malsbenden purchased it for Lupien’s use.
- Lupien never received the custom Bradley automobile.
- Malsbenden claimed he was only a “banker,” asserting he advanced $85,000 (interest-free) to finance the Bradley operation, with repayment to come from proceeds of each car sold.
- Evidence showed Bradley kits and other items were purchased with Malsbenden’s personal checks; after Cragin disappeared, Malsbenden exercised physical control over the premises and continued disposing of assets.

## Issues

1. Whether the trial court clearly erred in finding that Malsbenden and Cragin were partners in the Bradley portion of York Motor Mart’s business, making Malsbenden liable on the contract with Lupien.

## Decision

- The Supreme Judicial Court of Maine affirmed the judgment for Lupien.
- The court held the record supported the finding that Malsbenden and Cragin were partners in the relevant segment of the business.
- Because partnership status was supported by the evidence, Malsbenden was liable as a partner for the contractual obligation to construct and deliver the Bradley automobile.

## Legal Principles

- Partnership existence is determined from the substance of the parties’ arrangement, not solely from how they label their relationship.
- Factors supporting partnership include pooling of contributions (capital and skill), participation in management or control, and financial arrangements tied to business success rather than fixed debt repayment terms.
- On appeal from a bench trial, a partnership finding will be upheld if supported by the evidence and not clearly erroneous, even where alternative inferences are possible.

## Conclusion

The court upheld a finding that a purported lender became a partner where his interest-free, sales-linked financing and operational involvement showed a shared business venture, thereby imposing partner liability on the contract made in the business segment at issue.


Lupien v. Malsbenden, 477 A.2d 746 (Me. 1984)