## Facts

- A landowner (Holler) sought an arrangement for pasturing and operating a cattle enterprise on his land and contacted a partner in P & M Cattle Company.
- The parties signed a written agreement in 1971 providing for a 50–50 division of profits from livestock purchase/lease/sale activities.
- The agreement did not state how losses would be allocated, and the parties never reached an explicit agreement on loss sharing.
- The parties orally renewed the arrangement for 1972, 1973, and 1974 on substantially the same terms.
- Profits were earned and divided in 1971–1973; in 1974 the operation produced a substantial loss.
- P & M demanded that Holler pay $44,500 as one-half of the 1974 loss, asserting a joint venture with shared losses; Holler refused.
- The parties did not label their relationship as a partnership or joint venture and did not file partnership tax returns during the relationship.

## Issues

1. Whether the evidence required a finding that the parties’ 1974 arrangement constituted a joint venture (or partnership-type relationship).
2. If a joint venture existed, whether Holler was obligated to bear one-half of the 1974 losses despite no express loss-allocation term.

## Decision

- The Wyoming Supreme Court affirmed the district court’s judgment for Holler.
- The court held the trial court was not clearly erroneous in finding that P & M failed to prove a joint venture agreement obligating Holler to share losses for 1974.
- Because no such obligation was proved, P & M could not recover one-half of the 1974 losses from Holler.

## Legal Principles

- A partnership or joint venture is a contractual relationship and depends on an agreement, express or implied, shown by the full arrangement and the parties’ intent.
- Profit sharing is relevant but not dispositive; courts consider the totality of circumstances, including the parties’ characterization of the relationship, operational conduct, and business formalities.
- Agreement to share losses is an important factor in determining whether a partnership or joint venture exists; absent proof of mutual assent on loss sharing, a court may decline to impose loss liability.
- Whether a partnership or joint venture exists is ordinarily a question of fact; appellate review defers to the trial court’s findings when supported by substantial evidence.

## Conclusion

The court refused to impose joint-venture loss sharing based on a profit-splitting cattle arrangement where the parties never agreed on allocating losses and their course of dealing supported the trial court’s finding that no joint venture requiring shared losses was proved for 1974.


P & M Cattle Co. v. Holler, 559 P.2d 1019 (Wyo. 1977)