This section contains the nature of the case and procedural background.

D decided to enter into an agreement with Sherman for future productions of the D home show. The preamble to the agreement states that “RIBA wishes to participate in such shows as sponsors and partners....” D also agreed to sponsor and endorse only shows produced by Sherman, to persuade D members to exhibit at the shows, and to permit Sherman to use D’s name for promotional purposes. Sherman undertook to obtain all necessary licenses, permits, and insurance, to indemnify D for show-related losses of any sort, to allow D to reject any exhibitor, to audit show income, and advance all funds required to run the shows. Net profits were allocated 55/45 to Sherman and D respectively. The parties were to mutually determine the show dates and fees to be charged. Eventually, in 1994, P acquired Sherman’s interest in the 1974 agreement. The new parties were not happy with the show, and eventually D entered into a new contract with another firm. P sued for enjoin the 2000 D show alleging that the 1974 agreement was a partnership agreement. The district court entered judgment for D; there was no partnership agreement.

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