Southex Exhibitions, Inc. v. Rhode Island Builders Associations, Inc.

Sherman Exposition Management (SEM), whose interest Southex Exhibitions (plaintiff) later acquired, agreed with the Rhode Island Builders Association (RIBA, defendant) to produce RIBA's home shows under a five-year renewable contract describing RIBA as wishing to participate as 'sponsors and partners,' with SEM funding all show costs and indemnifying RIBA against losses, splitting net profits 55/45, and jointly setting show dates and pricing; SEM's president consistently called himself the shows' 'producer' and told RIBA he'd 'give back' the shows if dissatisfied. Twenty years later, after Southex acquired SEM's interest and continued contracting with third parties in its own name without ever filing partnership tax returns, RIBA became dissatisfied with Southex's performance and signed with a rival producer; Southex sued for breach of partnership duty, and the district court found no partnership existed.