Written agreements are not necessary to form a business partnership in Florida

Florida law defines a “Partnership” as “an association of two or more persons to carry on as coowners a business for profit,” Fla. Stat. § 620.8101(7), with the word “person” being construed to mean both individuals and companies.  A “partnership agreement” can be written, oral, or implied. 

Where two or more people conduct themselves as owners of a business, where there is no written agreement, or where a written agreement is ambiguous, legally they can be construed as partners.  As to whether a person’s conduct extends to an act of “ownership” is a matter of control over the business.  For instance, in one Florida case, a jury found that an attorney who had sued the law firm where he had worked was a “partner” under Florida law.  A dispute had arisen over, of course, profit.  To show that he had carried out ultimate control, the attorney cited to several instances, including a partnership meeting where the lead partner had encouraged him, among the firm’s other new partners, to assign more of their cases to associates; the firm’s telephone book which listed the attorney’s name among the other partners’ names; a press release that referred to him as a “partner”; and his own receipt of a share of the firm’s profits.  Rafael J. Roca, P.A. v. Lytal & Reiter, Clark, Roca, Fountain & Williams, 856 So.2d 1 (Fla. 4th DCA 2003)

The Court explained that the “formation of a partnership does not require a showing that the parties subjectively intended to create a partnership, only that they intended to do the things that constitute a partnership.” Id.

Ideally, the best way to avoid this sort of dispute is to spell out business relationships in the beginning, in writing, and it is best to have the agreement reviewed, if not drafted, by an attorney who is knowledgable about business formations.