Prochaska & Assocs., Inc. v. Michael Graves & Assocs., Inc.

Prochaska & Associates, Inc. (Prochaska) (plaintiff) and Michael Graves & Associates, Inc. (Graves) (defendant) submitted a written proposal to the company Madonna for an architecture project. Following a dispute, Prochaska filed a suit against Graves. As part of the suit, Prochaska claimed that a partnership between Prochaska and Graves existed because the actions of the parties while preparing and submitting the proposal demonstrated an objective intent to create a partnership. In support of his partnership argument, Prochaska introduced evidence that the proposal was submitted by Prochaska in association with Graves, that it contained multiple references to the Prochaska/Graves team, and that the parties had introduced and presented themselves to Madonna as partners. In response, Graves provided evidence that there was no objective intent to create a partnership. Graves presented evidence that the parties had worked on their individual parts of the proposal separately and provided separate cover letters to introduce the proposal. Graves also argued that none of the five indicia of co-ownership of a business existed, including no agreement to share profits. However, Prochaska disputed Graves’s argument by introducing testimony about how the parties joined together in the proposal for the purpose of having an interest in the profits and that the parties discussed that each entity would receive 40.75 percent of Madonna’s fee. Testimony was also introduced by both parties that contradicted who had control and influence over the project. The court then considered whether a reasonable jury could conclude that a partnership existed.