Wash. Court of Appeals published opinion — 323820.opn.pdf

Citation: Wash. Court of Appeals published opinion — 323820.opn.pdf
Jurisdiction: Washington (state)
Source verification: official_capture_completeness_unverified
Original Source: https://www.courts.wa.gov/opinions/pdf/323820.opn.pdf ↗

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[M]ore significantly, although claiming to be a tax partnership entity, the
business was registered as a sole proprietorship and did not file any
notification with the state regarding its changed status. Nor did it file any
federal income tax returns evidencing a partnership entity, such as a Form
1065. Dr. Armand was reporting income and expenses for the business on
his individual tax return as a sole proprietorship. This is absolutely
inconsistent with the Petitioner's claim the business was a partnership tax
entity during the [time] period at issue.

ARat296.

DeFelice v. Emp 't Sec. Dep't
No. 32382-0-III- dissent

added). In other words, even if Drs. Armand, Loretta and Louise had intended to operate

as a sole proprietorship but were acting in substance as partners, the "sole proprietorship"

form of their registration and tax reporting would not matter-they would still be treated

as a partnership.

A fortiori, if they were not only acting in substance as partners but also intended to

form a partnership, the fact that they reported and registered as a sole proprietorship

cannot possibly matter. To conclude otherwise is contrary to RCW 25.05.055(1).

Courts of the State of Tennessee, which has adopted the RUPA, have come to the

same conclusion, reasoning that because it is not necessary under the RUP A that the

parties know the legal results of their actions in creating a partnership "the terminology

used by the parties to describe their business relationship is of little import." Messer

Griesheim Indus. v. Cryotech ofKingsport, Inc., 45 S.W.3d 588, 605 (Tenn. Ct. App.

2001) (citing Bass v. Bass, 814 S.W.2d 38, 41 (Tenn. 1991».