## Facts

- Prochaska & Associates, Inc. (Prochaska) and Michael Graves & Associates, Inc. (Graves) worked together in pursuit of an architecture project for Madonna.
- The parties prepared and submitted a written proposal to Madonna that identified Prochaska “in association with” Graves and repeatedly referred to a combined Prochaska/Graves team.
- Prochaska claimed the parties’ conduct in preparing, presenting, and submitting the proposal showed an objective intent to create a partnership connected to the Madonna project.
- Prochaska also relied on evidence that the parties introduced and presented themselves to Madonna as partners as part of the proposal effort.
- Graves disputed that any partnership existed and pointed to evidence suggesting the parties worked separately on their respective parts of the proposal and used separate cover letters to introduce the submission.
- Graves argued that the typical indicia of co-ownership of a business were absent, including that there was no agreement to share profits.
- Prochaska countered with testimony that the parties joined together for the purpose of having an interest in profits from the Madonna work and that they discussed each entity receiving 40.75% of Madonna’s fee.
- The parties also introduced conflicting testimony regarding which entity had control or influence over the project effort.
- After the parties’ dispute, Prochaska filed suit against Graves asserting claims that depended, in part, on the existence of a partnership relationship.

## Issues

1. Whether, based on the parties’ objective conduct and evidence about profit sharing and control, a reasonable jury could find that Prochaska and Graves formed a partnership in connection with the Madonna proposal.

## Decision

- The court held that the record contained competing evidence on partnership formation, including evidence supporting an objective intent to partner and evidence cutting against it.
- The court concluded that, given the disputed facts (including testimony about sharing Madonna’s fee and disagreements about control), a reasonable jury could find that a partnership existed, making summary judgment inappropriate on that question.

## Legal Principles

- Partnership formation turns on objective intent as shown by the parties’ words and conduct, not merely on one party’s later characterization of the relationship.
- In assessing whether a partnership exists, courts look to indicia of co-ownership of a business, including whether the parties agreed to share profits and the extent to which they shared control.
- On summary judgment, the court does not resolve credibility disputes or choose between competing accounts; if the evidence would allow a reasonable jury to find a partnership, the issue is for trial.

## Conclusion

Because both sides presented evidence bearing on objective intent, profit sharing, and control, the court determined that a jury—not the court on summary judgment—had to decide whether Prochaska and Graves formed a partnership tied to the Madonna proposal and any resulting compensation.


Prochaska & Assocs., Inc. v. Michael Graves & Assocs., Inc., 2017 WL 9732056 (2017)