Business court rejects implied partnership and joint venture claims

The North Carolina Business Court granted summary judgment largely in favor of the defendants, concluding that no partnership or joint venture existed between the parties and that the plaintiff functioned solely as an independent contractor compensated for services.

The dispute arose from a years-long business relationship involving environmental and facilities-related projects performed at a former brewing facility between 2016 and 2023. The plaintiffs alleged that the plaintiff and one defendant formed an implied partnership—or, alternatively, a series of joint ventures—entitling the plaintiff to a 50% share of profits from all projects performed during that period. The defendants denied those allegations, asserting that the plaintiff was paid at their discretion for services rendered and never held an ownership interest in any business.

Before reaching the merits, the court addressed several procedural motions. It denied a motion for judgment on the pleadings as moot because the arguments overlapped with the summary judgment motion. The court also granted in part a motion to strike portions of the plaintiff’s affidavit that directly contradicted prior deposition testimony, excluding statements concerning alleged partnership membership, naming, and loss-sharing.

On the substantive claims, the court ruled that no partnership existed under North Carolina law. Although the parties undisputedly split profits on an initial project, the record did not support an agreement to form an ongoing partnership. The court emphasized the absence of core partnership indicia, including joint ownership, capital contributions, partnership bank accounts, tax filings, or shared control of property. Relying on recent North Carolina Supreme Court precedent, the court stressed that profit-sharing alone—particularly when used as a method of compensating services—does not establish a partnership without evidence of co-ownership.

The court likewise rejected the plaintiffs’ alternative joint venture theories, finding no evidence of mutual agency or shared control. The plaintiff lacked authority to bind the operating company, manage finances, or direct decision-making, all of which remained exclusively with the defendants.

Finally, the court dismissed the unjust enrichment claim, concluding that it could not proceed where compensation arrangements governed the parties’ relationship.

The 33 page opinion is Lucas v. Hopper, Lawyers Weekly No. 020-001-26.