Are there ways to prove an implied business partnership if the terms were not written and agreed upon?

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Are there ways to prove an implied business partnership if the terms were not written and agreed upon?

For the past 16 months, my brother and I have been working to launch a company

that distributes medical products. We had no contract but have been dividing and

conquering tasks according to our strengths. Now that it is time to decide how

to divide equity he has stated that we were never partners but he is the sole

owner. I have worked 900 plus hours and produced all of the training modules

without compensation, with the promise that at the proper time, the 2 of us

would split equity. I wondering if there is any way to prove ownership/co-

foundership in a company based on plans and intentions shared in planning. Most

are phone calls and business meetings but many of his promises are I through e-mails.

Asked on October 12, 2018 under Business Law, Utah


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 5 years ago | Contributor

Oral agreements as well as written ones can be enforced in many cases, assuming that the testimony of the agreement and its terms is sufficiently credible for the court to believe. In addition, there is a doctorine called "unjust enrichment" in which the courts will not let someone accepts work, services, etc. which they knew or logically must have known were offered only for compensation (e.g. not "gifted" for free) without paying for them, because it is "unjust" to allow someone to be "enriched" by accepting work obviously done for pay without paying for it.
So you should sue for "breach of contract" due to your "partner" violating the terms of your oral (unwritten) agreement and also in the alternative (you can bring more than one claim in a lawsuit) for compensation for the work you did based on the theory of "unjust enrichment." If you can prove you did the work, produced the modules, etc. it is likely that a court will at least give you the value of the work you did; it might choose to give you a share of the equity.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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