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Bickley worked at a Yamaha shop. Frequently ate lunch at a Chinese restaurant where Zhou and Zhang (Chinese immigrants) worked. Bickley told Zhou and Zhang that the Yamaha shop was going out of business. Suggested they help him open a new motorcycle repair shop.
Three of them signed two-year lease on building for the shop. Zhou and Zhang paid security deposit & 1st month's rent. They helped pay for inventory; helped get the shop ready. Gave Bickley more money when he asked for it.
Soon after Zhou and Zhang asked for keys to building; Bickley refused. Asked to see receipts and invoices; he refused. Asked to work at the shop; he refused. Demanded a written agreement; he refused. Attorney sent a demand letter on behalf of Zhou and Zhang; he ignored it.
Suit was filed. Demanded return of funds expended.
Bickley counterclaimed for breach of contract by his partners.
Trial court held: No partnership, only "a vague agreement to open a motorcycle repair shop."
Bickley operated as a sole proprietor who borrowed money that he owed to Zhou and Zhang. Bickley appealed.

Mere fact parties called themselves partners and refer to business as a partnership, doesn't make them partners or a partnership.
Zhou, Zhang and Bickley contributing money for expenses and signed a lease, is no binding contract, much less a partnership. A reasonable person could conclude that Zhou and Zhang simply intended to enter into a partnership agreement in the future.
Bickley denied Zhou and Zhang access to building; denied them access to financial records; refused to let them participate in the operations of business. Such actions not consistent with a partnership.
Affirmed: Parties did not intend to do things that would constitute a partnership.
Intent to do things which constitute a partnership determines if parties are partners.
Gurland founded - internet-based commercial real estate listing service in Maryland in 1998. Incorporated as a Delaware corporation in 1999.
He agreed for a group of investors to buy majority share. Became president and member of the Board of Directors.
Employment contract said that he had a year's worth of pay in case he was fired.
Two years later, he was removed as president, but stayed on the Board for another year.
Requested severance pay, but was denied it. He sued.
Board claimed he was not due severance pay because his job duties, title and salary changed.
Also, as Board member, they claimed he breached a fiduciary duty by suing the company.
Lower Court Held: For Gurland. Storetrax appealed.
HELD: Affirmed.
There is a fiduciary duty of directors to the corporation.
However, situations arise where a corporate director may proceed with an individual interest that may conflict with those of the corporation on whose Board he sits.
When conflicts of interest arise, courts look closely if director's dealings are in "good faith and fair dealing". If conflict arises, director can find a "safe harbor" by disclosing to the corporation the conflict and important facts to the remaining shareholders or directors.
Gurland had a conflict as an aggrieved former employer and his duty as director of the corporation.
Gurland's seeking $150,000 severance pay was not in corporation's best interest, HOWEVER
Gurland notified Storetrax sufficiently of imminence of lawsuit.
Gurland's notification gives him the protections of "safe harbor".
HELD: Gurland receives severance pay.