620.8202
Formation of partnership.
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620.8202 Formation of partnership.—
(1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(2) An association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.
(3) In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not, by itself, establish a partnership, even if the co-owners share profits made by the use of the property.
(b) The sharing of gross returns does not, by itself, establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
1. Of a debt by installments or otherwise;
2. For services as an independent contractor or of wages or other compensation to an employee;
3. Of rent;
4. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;
5. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
6. For the sale of the goodwill of a business or other property by installments or otherwise.
History.—s. 13, ch. 95-242.
Notes of Decisions
Cited in 13
cases (5 in the last 5 years), 2003–2026 · leading case: Jackson-Shaw Co. v. Jacksonville Aviation Authority
Jackson-Shaw Co. v. Jacksonville Aviation Authority (2008)
“” § 620.8202(1), Fla. Stat. (2006). Furthermore, a person who receives a share of the business’s profits is presumed to be a partner, unless the profits were received in payment of rent, among other things.”
Harbaugh v. Greslin (2006)
“” Fla. Stat. § 620.8202 (1). As stated in the Uniform Comments to this provision: [T]he attribute of co-ownership distinguishes a partnership .”
Marriott International, Inc. v. American Bridge Bahamas, Ltd. (2015)
“8202(2) of the Florida Statutes states that “[a]n association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.” Such a rule makes sense because the decision to incorporate is…”
Rafael J. Roca v. Lytal & Reiter, Clark (2003)
“" § 620.8202(1), Fla. Stat. In other words, 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.”
Sunseri v. Proctor (2006)
“7 (2002); Fla. Stat. Ann. § 620.8202 (West 2006). However, any presumption is not conclusive and other factors aiding in the analysis include: the intent of the parties, the investment of capital, the existence of partnership property, and the participation in management and…”
Jackson-Shaw Co. v. Jacksonville Aviation Authority (2007)
“Fla. Stat. § 620.8202 (3)(e)3 (2006)(Florida’s “Revised Uniform Partnership Act of 1995”).”
Burger v. Hartley (2012)
“” Fla. Stat. § 620.8202 (1). “A partnership is created only where both parties contribute to the labor or capital of the enterprise, have a mutuality of interest in both profits and losses, and agree to share in the assets and liabilities of the business.”
James Fratangelo v. John Olsen (2018)
“” § 620.8202(2), Fla. Stat. Uniform Cmt. 2.”
Runway Farms, LLC v. Oakes Farms, Inc. (2021)
“32 (a) requires the growing arrangement between Oakes (as a growers’ agent) and Runway (as a grower) to be reduced to writing, the resulting document (the Growing Agreement) cannot form a partnership under FRUPA given Fla. Stat. § 620.8202 (2).3 “An association formed under a…”
The Lane Construction Corporation v. Skanska USA Civil Southeast, Inc. (2026)
“”); Fla. Stat. § 620.8202 cmt. 2 (“Relationships that are called ‘joint ventures’ are partnerships if they otherwise fit the definition of a partnership.”
Ira Kleiman v. Craig Wright (2023)
“” Fla. Stat. § 620.8202 , cmt. n.3. While FRUPA revised UPA’s partnership definition to clarify that intent to form a partnership is not relevant to for- mation, intent is not one of the four required factors Williams iden- tifies for establishing a partnership.”
Gutierrez v. Uni Trans, LLC (2023)
“6, § 15 - 202; Fla. Stat. Ann. § 620.8202 ; Ohio Rev. Code Ann.”
— 620.8202(1) — 4 cases
Jackson-Shaw Co. v. Jacksonville Aviation Authority (2008)
“” § 620.8202(1), Fla. Stat. (2006). Furthermore, a person who receives a share of the business’s profits is presumed to be a partner, unless the profits were received in payment of rent, among other things.”
Rafael J. Roca v. Lytal & Reiter, Clark (2003)
“" § 620.8202(1), Fla. Stat. In other words, 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.”
Runway Farms, LLC v. Oakes Farms, Inc. (2021)
“32 (a) requires the growing arrangement between Oakes (as a growers’ agent) and Runway (as a grower) to be reduced to writing, the resulting document (the Growing Agreement) cannot form a partnership under FRUPA given Fla. Stat. § 620.8202 (2).3 “An association formed under a…”
The Lane Construction Corporation v. Skanska USA Civil Southeast, Inc. (2026)
“”); Fla. Stat. § 620.8202 cmt. 2 (“Relationships that are called ‘joint ventures’ are partnerships if they otherwise fit the definition of a partnership.”
— 620.8202(2) — 2 cases
Marriott International, Inc. v. American Bridge Bahamas, Ltd. (2015)
“8202(2) of the Florida Statutes states that “[a]n association formed under a statute, other than this act, a predecessor statute, or a comparable law of another jurisdiction is not a partnership under this act.” Such a rule makes sense because the decision to incorporate is…”
James Fratangelo v. John Olsen (2018)
“” § 620.8202(2), Fla. Stat. Uniform Cmt. 2.”
— 620.8202(3)(c) — 1 case
Jackson-Shaw Co. v. Jacksonville Aviation Authority (2008)
“” § 620.8202(1), Fla. Stat. (2006). Furthermore, a person who receives a share of the business’s profits is presumed to be a partner, unless the profits were received in payment of rent, among other things.”
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