Ziegler v. Dahl

Steve Dahl, David Tronson, and James Legacie (defendants) began ice-fishing guide service Perch Patrol in 1997. Each kept fees earned but shared clients and marketing expenses. The next season, Dahl paid Michael Ziegler and Jack Kitsch (plaintiffs) to drill holes and set up shelters. The third season, the parties orally agreed that Dahl, Tronson, and Legacie would guide and keep fees from the first six clients each day, while Zeigler and Kitsch took the next four, then split fees beyond the first 10 clients and all tips equally. Each guide provided his own equipment. Dahl handled all administrative and marketing activities, except all five men attended trade shows to promote Perch Patrol. Ziegler and Kitsch did not attend breakfast meetings where Dahl, Tronson, and Legacie discussed business. In November 1999, Dahl registered the tradename Perch Patrol, and Ziegler and Kitsch gave him checks for $814 each, which they later claimed were for capital investments in a partnership. However, Ziegler later admitted the payments were contributions toward marketing expenses. In March 2000, Dahl, Tronson, and Legacie canceled the rest of the season because of thawing ice. Dahl said Zeigler disagreed with the decision and said, “if Perch Patrol formed a real partnership and [Kitsch] and I were treated equally as you three, none of this would be an issue.” In August 2000, Dahl, Tronson, and Legacie said Ziegler and Kitsch could no longer work with them. Dahl registered Perch Patrol as a limited-liability partnership in 2002. Ziegler and Kitsch sued claiming they were partners. The district court granted summary judgment against Ziegler and Kitsch, who appealed.