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 or health 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.

Comment

(This is Section 202 of the Uniform Partnership Act (1997).)

1. Section 202 combines UPA Sections 6 and 7. The traditional UPA Section 6(1) "definition" of a partnership is recast as an operative rule of law. No substantive change in the law is intended. The UPA "definition" has always been understood as an operative rule, as well as a definition. The addition of the phrase, "whether or not the persons intend to form a partnership," merely codifies the universal judicial construction of UPA Section 6(1) that a partnership is created by the association of persons whose intent is to carry on as co-owners a business for profit, regardless of their subjective intention to be "partners." Indeed, they may inadvertently create a