Lupien v. Malsbenden
Supreme Judicial Court of Maine
477 A.2d 746 (1984)
Malsbenden (defendant) contributed $85,000 to York Motor Mart, run by Cragin, to be repaid from car-sale proceeds rather than fixed loan payments, and after Cragin vanished following his contract with Lupien (plaintiff) for a custom car that was never delivered, Malsbenden took physical control of the business and personally dealt with Lupien there. Lupien sued Malsbenden for breach of contract as an alleged partner in York Motor Mart, and the trial court found a partnership existed and held Malsbenden liable; he appealed, claiming he was merely a financial backer.
Whether a party may avoid partnership liability by referring to himself as a mere lender, when he exercised control over the business and intended to share in its profits.