Stephen Cragin, doing business as York Motor Mart, entered into a contract with Robert Lupien (plaintiff) to build a special-order automobile. Lupien paid in full but the car was never produced. Cragin disappeared soon after the contract was signed. Frederick Malsbenden (defendant) also had some involvement with York Motor Mart. He made expenditures for the business totaling $85,000, purchasing equipment and supplies and paying wages. He was to be reimbursed from the proceeds of car sales. After Cragin’s disappearance, Malsbenden had physical control of the place of business, and interacted with Lupien there personally on numerous occasions. Lupien sued Malsbenden for breach of contract, asserting that Malsbenden was a partner in York Motor Mart. Malsbenden claimed that he was simply a financial backer of the business. The trial court found that Malsbenden was a partner and held him liable on the contract. Malsbenden appealed.