Amanda Martin Sepulvado and on Behalf of Minor Child, Olivia Sepulvado v. G-Rock Climbing, LLC Chad Sepulvado, Individually and on Behalf of his Minor Child, Olivia Jane Sepulvado v. Hartford Underwriters Insurance Company

Judgment rendered May 22, 2024.
Application for rehearing may be filed
within the delay allowed by Art. 2166,
La. C.C.P.

No. 55,637-CA
No. 55,638-CA
(Consolidated Cases)

COURT OF APPEAL
SECOND CIRCUIT
STATE OF LOUISIANA

*****

No. 55,637-CA No. 55,638-CA

AMANDA MARTIN CHAD SEPULVADO,
SEPULVADO AND ON INDIVIDUALLY AND ON
BEHALF OF MINOR CHILD, BEHALF OF HIS MINOR
OLIVIA SEPULVADO CHILD OLIVIA
Plaintiffs-Appellants JANE SEPULVADO
Plaintiffs-Appellants
versus
versus
G-ROCK CLIMBING, LLC, ET
AL HARTFORD
Defendants-Appellees UNDERWRITERS
INSURANCE
COMPANY, ET AL
Defendants-Appellees

*****

Appealed from the
First Judicial District Court for the
Parish of Caddo, Louisiana
Trial Court Nos. 632,076 and 635,049

Honorable Ramon Lafitte, Judge

*****

GREGORIO, CHAFIN, LLC Counsel for Appellant,
By: Scott Chafin, Jr. Amanda Martin Sepulvado,
Individually and on Behalf
of Minor Child, Olivia
Sepulvado

THE PARKS FIRM, LLC
By: Santi A. Parks

DUNAHOE LAW FIRM Counsel for Appellant,
By: Jared R. Dunahoe Chad Sepulvado,
Individually and on Behalf
of Minor Child, Olivia
Sepulvado

CHAD E. SEPULVADO In Proper Person

WIENER, WEISS & MADISON Counsel for Appellee,
A PROFESSIONAL CORPORATION Shreveport Sports
By: Layne A. Clark, Jr. Training, LLC d/b/a
D1 Training Shreveport

PETTIETTE, ARMAND, DUNKELMAN, Counsel for Appellee,
WOODLEY & CROMWELL, LLP Red River Range, LLC
By: C. Cavett Feazel

GALLOWAY, JOHNSON, TOMPKINS, Counsel for Defendant,
BURR, & SMITH, PLC G-Rock Climbing, LLC
By: Mark R. Pharr, III

KEOGH, COX, & WILSON, LTD Counsel for Defendant,
By: Martin Edward Golden Nationwide Mutual
Insurance Company

BARRASO, USDIN, KUPPERMAN, Counsel for Defendant,
FREEMAN, & SARVER, LLC Vantapro Specialty
By: Alexandra L. Gjertson Insurance Company

*****

Before COX, STEPHENS, and ROBINSON, JJ.

STEPHENS, J.

This civil appeal arises out of the First Judicial District Court, Parish

of Caddo, State of Louisiana, the Honorable Ramon Lafitte, Judge,

presiding. In separate (now consolidated) lawsuits, plaintiffs, Amanda

Sepulvado and her former husband, Chad Sepulvado, filed suit individually

and on behalf of their minor daughter, Olivia Sepulvado, for injuries that

Olivia sustained on July 19, 2021, while participating in a summer camp

hosted by Shreveport Sports Training, LLC d/b/a D1 Training Shreveport

(“D1”), Red River Range, LLC (“Red River Range”), G-Rock Climbing,

LLC (“G-Rock”), and PinPoint Events, LLC (“PinPoint”) called “Summer

Camp 2.0.” Plaintiffs have appealed from a judgment granting motions for

summary judgment in favor of Red River Range and D1. For the reasons set

forth below, we reverse and remand the matter to the trial court for further

proceedings.

FACTS/PROCEDURAL HISTORY

In the Spring of 2021, the owners of D1, Red River Range, G-Rock,

and PinPoint entered into an agreement to operate a youth summer camp

named Summer Camp 2.0. D-1 is a sports training business, Red River

Range is a shooting range, G-Rock is an indoor rock-climbing business, and

PinPoint is a marketing company. D-1, Red River Range, and G-Rock are

three separate businesses with facilities within walking distance of each

other. PinPoint was to cover the costs of snacks, employees, marketing, and

shirts; D1, Red River Range, and G-Rock were to provide at least three

employees at their respective businesses to solely work with the camp

participants and provide any equipment for camp activities. The cost of the

camp for each child was $195. The parties agreed to divide the camp fees

equally, with D1, Red River Range, G-Rock, and PinPoint each to receive

25% of the fee paid by each camper.1

D1, Red River Range, G-Rock, and PinPoint then began to advertise

Summer Camp 2.0 to the public and their existing customers through fliers

and social media ads. According to plaintiffs, in every advertisement, D1,

Red River Range, G-Rock, and PinPoint represented to the public that

Summer Camp 2.0 was a partnership between the four entities putting it on.

Ms. Sepulvado first learned of Summer Camp 2.0 through a Facebook

advertisement touting a summer camp experience in which campers could

participate in sports training at D1, rock climbing at G-Rock, and hunting,

fishing, and archery at Red River Range. Plaintiffs enrolled their son

Charlie and daughter Olivia in Summer Camp 2.0.

On July 19, 2021, at approximately 8:00 a.m., Ms. Sepulvado dropped

her kids off at the camp. Within 15 minutes, Olivia had fallen from the top

of the rock climbing wall at G-Rock, approximately 25-30 feet, sustaining

serious injuries, including two fractured femurs. That morning, there were

approximately 20-30 children participating in the camp at G-Rock, with only

a 17-year-old high school student supervising all of them.

Plaintiffs filed suit against G-Rock, Red River Range, D1, PinPoint,

and their respective insurers. In her petition, Ms. Sepulvado claimed that

she and Olivia sustained personal injuries as a result of defendants’ fault and

alleged that Olivia’s fall was the result of the negligence of defendants in:

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The plan for the camp was to have the campers divided into three groups. One
group’s parents would drop them off at the G-Rock facility, while the other two groups
would be dropped off by parents at either Red River Range or D1. The campers would
take part in the activities of the facility where they were taken first. PinPoint would then
provide employees to walk the campers to each of the other two facilities, which would
allow campers to participate in activities at all three businesses.
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• Failure to properly supervise camp attendees;
• Failure to properly and adequately train employees;
• Failure to properly and adequately train camp attendees on use of
the equipment;
• Failure to properly maintain and test equipment prior to use by
camp attendees;
• Failure to implement adequate safety precautions and equipment;
• Failure to staff the summer camp with responsible individuals;
• Failure to employ a proper number of employees commensurate
with the number of camp attendees;
• Failure to properly and adequately warn camp attendees, and their
parents, of the dangers associated with the activities;
• Failure to follow proper instructions for use of equipment and/or
climbing apparatus; and
• Other acts of negligence to be shown at trial of this matter.

In his petition, Mr. Sepulvado alleged that Olivia’s fall was the result

of the combined fault of the defendants, G-Rock, D-1, PinPoint, and/or Red

River Range, which negligence included:

• Failure to properly supervise Olivia;
• Failure to properly and adequately train their employees;
• Failure to properly instruct Olivia on the use and operation of the
rock climbing equipment;
• Failure to properly operate, maintain, and/or test the rock climbing
equipment prior to Olivia’s use;
• Failure to properly implement adequate safety precautions,
equipment, and warnings;
• Failure to adequately staff the summer camp; and
• Failure to properly and adequately warn Olivia and her parents of
the dangers associated with rock climbing.

Mr. Sepulvado further alleged that the summer camp was a joint venture

between the defendants and, on this basis, the defendants were solidarily

liable for the damages sustained by him and Olivia.

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The various defendants filed answers, the two suits were consolidated,

the parties engaged in discovery, and a settlement was reached between the

parties and PinPoint. Thereafter, both D1 and Red River Range filed

motions for summary judgment. According to D1, there was no viable

negligence claim against it, and no partnership or joint venture existed

between it and the other business that put on the camp. According to Red

River Range, plaintiffs were unable to establish any independent negligence

on its part or the existence of a joint venture between it and the other

defendants. Plaintiffs opposed the motions for summary judgment, and a

hearing on the motions was held. The trial court found that the four entities

did not form either a partnership or a joint venture and granted both motions

for summary judgment. The trial court certified the judgment as a partial

final judgment, and it is from this judgment that plaintiffs have appealed.

DISCUSSION

The principal issue in this appeal is whether G-Rock, D1, Red River

Range, and PinPoint entered into a partnership or joint venture. Plaintiffs

urge that the trial court erred when it granted the summary judgment

motions filed by D1 and Red River Range based upon the court’s finding

that no partnership or joint venture existed between the four entities.

Applicable Legal Principles

Appellate courts review motions for summary judgment de novo,

using the same criteria that govern the trial court’s consideration of whether

summary judgment is appropriate. Leisure Recreation & Ent., Inc. v. First

Guaranty Bank, 21-00838 (La. 3/25/22), 339 So. 3d 508; Peironnet v.

Matador Res. Co., 12-2292 (La. 6/28/13), 144 So. 3d 791.

4

A motion for summary judgment is a procedural device used when

there is no genuine issue of material fact for all or part of the relief prayed

for by a litigant. Samaha v. Rau, 07-1726 (La. 2/26/08), 977 So. 2d 880;

Driver Pipeline Co. v. Cadeville Gas Storage, LLC, 49,375 (La. App. 2 Cir.

10/1/14), 150 So. 3d 492, writ denied, 14-2304 (La. 1/23/15), 159 So. 3d

1058. Summary judgment procedure is designed to secure the just, speedy,

and inexpensive determination of every action, except those disallowed by

La. C.C.P. art. 969(A)(2). The procedure is favored and shall be construed

to accomplish those ends. Id.

A motion for summary judgment shall be granted if the motion,

memorandum, and supporting documents show there is no genuine issue as

to material fact, and the mover is entitled to judgment as a matter of law.

La. C.C.P. art. 966(A)(3). If the mover will not bear the burden of proof at

trial on the issue that is before the court on the motion for summary

judgment, the mover’s burden on the motion does not require him to negate

all the essential elements of the adverse party’s claim, action, or defense, but

rather to point out to the court the absence of factual support for one or more

elements essential to the adverse party’s claim, action, or defense. La.

C.C.P. art. 966(D)(1). The burden is on the adverse party to produce factual

support sufficient to establish the existence of a genuine issue of material

fact or that the mover is not entitled to judgment as a matter of law. Id.

A genuine issue is a triable issue, one about which reasonable persons

could disagree. Suire v. Lafayette City-Parish Consol. Gov’t, 04-1459 (La.

4/12/05), 907 So. 2d 37; Smith v. Our Lady of the Lake Hosp., Inc., 93-2512

(La. 7/5/94), 639 So. 2d 730. In determining whether a fact is genuine for

purposes of summary judgment, courts cannot consider the merits, make
5

credibility determinations, evaluate testimony, or weigh the merits. Suire,

supra. A material fact is one that potentially ensures or precludes recovery,

affects the ultimate success of the litigant, or determines the outcome of the

dispute. Because it is the applicable substantive law that determines

materiality, whether a particular fact in dispute is material for summary

judgment purposes can be seen only in light of the substantive law

applicable to the case. Jackson v. City of New Orleans, 12-2742 (La.

1/28/14), 144 So. 3d 876; Richard v. Hall, 03-1488 (La. 4/23/04), 874 So. 2d

131.

A joint venture results from the undertaking by two or more persons

to combine their efforts, knowledge, property, or labor to engage in and carry

out a single business venture for joint profit. Dhaliwal v. Dhaliwal, 52,507

(La. App. 2 Cir. 2/27/19), 265 So. 3d 1188; Riddle v. Simmons, 589 So. 2d 89

(La. App. 2 Cir. 1991), writ denied, 592 So. 2d 1316 (La. 1992). The

existence of what constitutes a joint venture is a question of fact, although

what constitutes a joint venture is a question of law. Grand Isle Campsites,

Inc. v. Check, 262 So. 2d 350 (La. 1972); Cajun Electric Power Co-op, Inc.

v. McNamara, 452 So. 2d 212 (La. App. 1 Cir. 1984).

The essential elements of a joint venture and a partnership are the

same, and joint ventures are generally governed by partnership law.

Broadmoor, L.L.C. v. Ernest N. Morial New Orleans Exhibition Hall Auth.,

04-0211 (La. 3/18/04), 867 So. 2d 651; Dhaliwal, supra; Riddle v. Simmons,

40,000 (La. App. 2 Cir. 2/16/06), 922 So. 2d 1267, writ denied, 06-0793 (La.

6/2/06), 929 So. 2d 1259. A partnership is a juridical person, distinct from its

partners, created by a contract between two or more persons to combine their

6

efforts or resources in determined proportions and to collaborate at mutual

risk for their common profit or commercial benefit. La. C.C. art. 2801.

Joint ventures only arise where the parties intended the relationship to

exist, and they are ultimately predicated upon contract, either express or

implied. Broadmoor, L.L.C., supra; Turner v. Hoffoss, 52,507 (La. App. 2

Cir. 2/27/19), 265 So. 3d 1188; Riddle, supra. No formal or specific

agreement is required. Dhaliwal, 52,507 at p. 7, 265 So. 3d at 1192; Riddle,

589 So. 2d at 92. Generally the relationship may be formed by an oral

agreement, and the existence of a joint venture may be inferred from the

conduct of the parties and other circumstances. Id. There are no hard and

fast legal rules fixing the requisites for a joint venture; each case must be

considered sui generis, and care must be exercised that consideration is given

to the usages and practices characteristic of the particular commercial

undertaking sought to be labeled a “joint venture.” Cajun Electric. Power

Co-op., Inc., supra, citing Hero & Co. v. Farnsworth & Chambers Co., 236

La. 306, 107 So. 2d 650 (La. 1958).

Analysis

Intent to form a partnership or joint venture

It is plaintiffs’ position that, when analyzed under the prevailing test

for the existence of a joint venture or partnership, the evidence in this case

establishes, at a minimum, a genuine issue of material fact in dispute as to

whether defendants created such an entity to form, market, and operate

Summer Camp 2.0.

In support of their argument that Summer Camp 2.0 constituted a

partnership or joint venture between G-Rock, D1, Red River Range, and

PinPoint, plaintiffs note the following:
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• Matt Snyder, owner of PinPoint, sent an email proposal outlining
the terms and logistics of the camp, using bold font, and the outline
was captioned “Partner Breakdown and Responsibilities.”
• Each “partner” was to receive 25% of the money generated by the
camp.
• The understanding was that the parties would be working together
to create, promote, and operate Summer Camp 2.0.
• Marketing materials displayed by all parties at their respective
places of business and on social media indicated that D1, Red
River Range, G-Rock, and PinPoint were acting as “partners.”
• Their internal communications explicitly used the language
“partners.”
• Each business would contribute its own resources—fishing,
shooting, and archery from Red River Range; sports training from
D1; rock climbing from G-Rock; and marketing, promotions, and
logistics from PinPoint, towards a common goal—the hosting of a
summer camp for mutual gain.
• Each facility offered its own sporting event for campers to
participate in during the camp, using that business’s equipment,
and each business brought “to the table” its respective reputation
and clientele, for the mutual benefit of all of the parties to the joint
venture. Defendants D1 and Red River Range both benefitted by
attracting new visitors to their facilities because of the camp.
• The April 5, 2021, email from Snyder expressly set forth each
partner’s contributions in determinate proportions. Because there
were contributions by each partner of effort and resources, their
contributions were in determinate proportions. Likewise, there
was a joint effort to promote and host the camp.

Red River Range, D1, G-Rock, and PinPoint created “Summer Camp

2.0” by virtue of an implied contract, urge plaintiffs, as shown by Snyder’s

email and their behavior leading up to and throughout the camp. Plaintiffs

also note a statement by G-Rock’s sole employee working with the campers

the day of Olivia’s injury regarding her understanding of a partnership among

the four entities, and one by Brad Simon of Red River Range about a report

he made to his insurer regarding the incident because “it happened at a

neighbor’s business that [he was] doing a joint venture with.” Finally, there

is a statement by Polo Gonzalez of G-Rock in his deposition that Summer

8

Camp 2.0 was a partnership between D1, Red River Range, G-Rock, and

PinPoint. According to plaintiffs, Gonzalez’s testimony “alone” creates a

genuine issue of material fact as to the existence of a partnership or joint

venture, making summary judgment inappropriate.

Plaintiffs argue that the above, at a minimum, creates a genuine issue

of material fact as to the existence of a joint venture or partnership between

Red River Range, D1, G-Rock, and PinPoint, rendering summary judgment

improper.

According to D1 and Red River Range, Summer Camp 2.0 was

neither a partnership nor a joint venture undertaken by PinPoint, D1, Red

River Range, and G-Rock, but a “weeklong youth event promoted by

Pinpoint Events, marketed by Pinpoint Events, and conducted by Pinpoint

Events.”

First, there was no consent to form a partnership or joint venture.

Defendants rely on parts of the affidavits of Matt Merry of D1 and Brad

Simon of Red River Range, wherein both men specifically state just that—

neither one, on behalf of their respective entity, consented to the formation of

a partnership or joint venture with the other three businesses. D1 includes in

its brief the following from Merry’s affidavit:

6.

D1 did not consent to the formation of a partnership or joint venture
with G-Rock, Red River Range, LLC or Pinpoint Events, LLC. It was
the understanding of D1 that the camp was being conducted by
Pinpoint and it was simply agreeing to provide its athletic training and
sports services to Pinpoint’s campers.

9.

D1 did not consent to the formation of a partnership or joint venture
pertaining to Pinpoint’s Summer Camp 2.0.

9

10.

D1 did not agree to become solidarily liable with Pinpoint nor any of
the entities participating in Pinpoint’s Summer Camp 2.0.

11.

D1 did not enter into any agreement to share in profits, expenses, or
losses with any of the entities participating in Pinpoint’s Summer
Camp 2.0. The agreement was simply to equally split the revenue
made from campers’ fees from Pinpoint’s Summer Camp 2.0.

12.

D1 was solely responsible for any expenses it incurred including the
wages it paid its employees to properly supervise and train Pinpoint’s
campers while at D1’s facility.

D1 notes that nowhere in his deposition does Merry mention an

agreement to “partner.” Instead, in response to questioning by plaintiffs’

counsel during his deposition, what Merry said was that D1 agreed to

“participate” in the camp.

Red River Range urges that it agreed to host camp attendees at its

business during Summer Camp 2.0. It did not consent to form a partnership

or joint venture with the other business defendants. Notwithstanding the use

of the word “partner” in advertising materials, the word “partners” by

PinPoint in an email to the other business defendants, and Brad Simon’s

“colloquial” reference to Summer Camp 2.0 as a “joint venture” in his

deposition, Red River Range points out that Louisiana courts have

recognized that such casual or “colloquial” usage does not alone result in the

formation of a partnership or joint venture. Zacher v. Harrah’s New

Orleans Mgmt. Co., 13-1237 (La. App. 4 Cir. 2/12/14), 136 So. 3d 132;

10

Marine Servs., Inc. v. A-1 Indus., Inc., 355 So. 2d 625 (La. App. 4 Cir.

1978); Fiesta Foods, Inc. v. Ogden, 159 So. 2d 577 (La. App. 1 Cir. 1964).

Red River Range also disputes that Simon’s report to its insurer of

Olivia’s fall at G-Rock in any way had a bearing on the legal requirements

for formation of a legal venture. As the owner of Red River Range, it is

Simon’s contractual obligation to report potential claims to its insurer. Red

River Range reiterates that what happened after Olivia’s accident does not

establish either control or sharing of profits and losses by the business

entities at the time of the accident. Plaintiffs have admitted that Red River

Range and the other businesses “agreed that each business was to operate

independently in its usual course.” Red River Range suggests that this

explicitly confirms its position that it never consented to the formation of a

joint venture.

Right of control

Next, plaintiffs assert that the requirement that each partner have

some right of control over the mutual endeavor is satisfied in this case. In the

April 5, 2021, email sent by Snyder to Simon, Gonzalez, and Matt Merry, he

indicated that his proposal was “open for discussion” and that he would not

move forward with planning until all parties “agree[d] on how [they] will

proceed.” Snyder further wrote that he would “talk to everyone, and make

any needed adjustments” prior to creating marketing materials and logistics.”

According to plaintiffs, it was the obvious intention from the beginning that

each business would have a say in the operation of the camp.

Also indicative of the mutual exercise of decision-making were the

parties’ actions following Olivia’s injury. Simon, on behalf of Red River

Range, suggested to the other parties, who decided together that the kids play
11

soccer instead of rock climb for the remainder of that week. In his

deposition, Simon stated that the lack of information regarding Olivia’s fall

and its causation “dictated the decision. Had it been something that could be

explained or negligence or anything that could explain it, then maybe we

would have [allowed the kids to keep rock climbing], … The prudent

decision was not to continue with G-Rock… Based on the [available]

information at that time[.]”

None of the separate business entities had any control over the other

ones participating in Summer Camp 2.0, asserts D1. Merry makes it clear in

his affidavit that D1 had no control over G-Rock’s business by specifying

that it was not owned, operated, or controlled by D1. Merry further asserted

that D1 had no control over G-Rock’s employees, equipment, safety

instructions, warnings, or hiring decisions. The following are from D1’s

“Statement of Uncontested Facts” in its motion for summary judgment.

7. All parents and guardians of Pinpoint’s campers signed separate
waivers for each entity.

8. The accident involving Olivia Sepulvado occurred at G-Rock.
G-Rock was not owned, operated, or controlled by D1.

9. D1 did not have any employees who were responsible for
the operation or control of any of the activities involved in
the accident giving rise to this suit.

10. D1 did not train Pinpoint’s campers on the use of G-Rock’s
equipment.

11. D1 did not maintain or test equipment used by Pinpoint’s
campers at G-Rock.

12. D1 did not implement safety precautions or safety
equipment at G-Rock.

13. D1 did not make any staffing decisions concerning
G-Rock.

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14. D1 did not make any determinations concerning the
number of employees commensurate with the number
of campers needed at G-Rock.

15. D1 had no role in warning Pinpoint’s campers or their parents
of any alleged dangers associated with the activities in which
the campers were participating at G-Rock.

16. D1 did not fail to adhere to standards and/or policies
utilized in the rock-climbing and/or summer camp
industries at G-Rock.

17. D1 did not participate in any way in the use of equipment
and/or climbing apparatus used at G-Rock.

18. D1 provided its facility and its employees to properly train
and supervise Pinpoint’s campers while they were at the D1
location only.

According to D1, plaintiffs admitted and did not contest any of the above

statements of fact. As such, there can be no argument that D1 exercised any

control whatsoever over G-Rock. For example, that there was only one

employee present with the campers at G-Rock when Olivia Sepulvado

sustained her injuries was a decision made by G-Rock and its owner, Polo

Gonzalez.

Plaintiffs have argued that the businesses’ decision to have the

campers play soccer rather than climb the rock wall after Olivia Sepulvado

fell indicates that a partnership existed as it shows that each party had the

right of control over G-Rock’s business. D1 urges that it shows no such

thing. Instead, a decision made by the business participants in the camp after

an injury occurs is no indication of the control those participants have at the

time the accident occurred. What the evidence presented shows is that, at the

time of the accident, D1 had absolutely no control over any aspect of G-

Rock.

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Red River Range emphasizes that plaintiffs admitted to the following

“Statements of Undisputed Material Facts” by Red River Range:

Statement No. 5: PinPoint, G-Rock, and Red River Range agreed
that each business was to operate independently in
its usual course while PinPoint’s employees and
volunteers would assist in transporting the children
between the three businesses over the course of
five days.

....

Statement No. 7: G-Rock’s climbing facilities involved in the
accident giving rise to this suit were not owned,
operated, or controlled by Red River Range.

Statement No. 8: Red River Range did not have any employees who
were responsible for the operation or control of the
rock climbing activities involved in the accident
giving rise to this suit. Nor did Red River Range
hire, train, or pay any G-Rock employee.

It is Red River Range’s contention that plaintiffs’ admissions that it had no

control over G-Rock’s climbing facilities, the thing that caused Olivia’s

accident and injuries, is dispositive of the control issue, and therefore

warranted the trial court’s dismissal of the claims against it via summary

judgment.

Defendants urge that plaintiffs have failed to establish that either D-1

or Red River Range had any control over G-Rock’s climbing equipment at

the time of Olivia’s fall, and in fact, have admitted to the contrary.

Sharing of profits or losses

Defendants, D1 and Red River Range, deny that the requirement of a

mutual risk of losses and sharing of profits needed to establish a joint venture

or partnership is present in this case. Plaintiffs take the opposite position,

urging that there clearly was a mutual risk of loss among the entities that put

14

on Summer Camp 2.0, as the total amount of money they each would receive

from the camp was based on the number of participants—fewer campers

meant a risk of lost profits for each partner.

Plaintiffs assert that there is neither merit nor legal authority to

support defendants’ main argument, which is that they did not equally share

in the profits of Summer Camp 2.0 because each of the businesses who put

on the camp had varied expenses in doing so. Under D1 and Red River

Range’s reasoning, what was shared was the revenue, not the profits. Thus,

no joint venture or partnership. According to plaintiffs, this argument

ignores La. C.C. art. 2803, which provides in part that each partner equally

participates in profits, commercial benefits, and losses of the partnership,

unless the partners have agreed otherwise. Partners have the freedom to

agree among themselves the manner and extent of each partner’s

participation in the partnership, including how they will share in the profits

and losses. Mutuality is not required, urge plaintiffs.

D1 asserts that in this case, each business entity was responsible for

its own expenses, hiring and paying wages to its own employees, and paying

for its own supplies and equipment. D1 concedes that the overall revenue of

the camp was shared, but that “what may have resulted in profit for one

business entity could have resulted in a loss for another depending on their

expenses.” As expenses were not even considered, there was no sharing of

profits. What the parties did was share revenue among themselves. Because

the businesses did not agree to share profits and losses, there was no

partnership or joint venture.

Red River Range points out that profit (or loss) equals revenue less

expenses. Revenue, which is what the defendant businesses agreed to share,
15

is a distinctly different legal and accounting term than profit or loss. For

there to be a sharing of profits and losses, there must be, by definition, a

sharing of the expenses of the alleged joint venture.

Red River Range argues that there was no agreement to share profits

or losses. The businesses shared the revenue which came from camp

participation fees. Each entity was responsible for its own expenses.

Deposition testimony from each business owner established these facts—

revenue was shared, but expenses were not.

Under a revenue sharing agreement, because revenue is shared, it is

possible that one or more entity could profit while another (or more) could

lose. This possibility is contrary to what occurs under a profit/loss sharing

agreement. In such a set-up, all partners will profit or incur a loss. Red

River Range contends that plaintiffs’ argument regarding the ability of a

partnership or joint venture to decide on an “other-than-equal” profit/loss

percentage is irrelevant, since all that matters in this case is whether there

was a sharing of profits or losses in the first place. There was not, asserts

Red River Range. Again, without an agreement to share profits and losses,

plaintiffs cannot establish the existence of a joint venture. Thus, dismissal

of plaintiffs’ claims against Red River Range via summary judgment was

proper.

The initial burden was on defendants to establish that there is no

genuine issue as to material fact, and they were entitled to judgment as a

matter of law declaring that no partnership or joint venture existed between

them, G-Rock, and PinPoint. Most of the evidence submitted by defendants

in support of summary judgment focused on the fact that they did not intend

or agree to be partners or in a joint venture with each other. The legal
16

relationship of parties is not conclusively controlled by the terms which the

parties use to designate their relationship, especially with regard to third

parties. Courts look to the totality of the evidence, not just the agreement

between the parties to determine whether a partnership or joint venture was

entered into. See Cajun Elec. Power Co-op., Inc., supra at 216; Guilbeau v.

Liberty Mutual Ins. Co., 324 So. 2d 571 (La. App. 1 Cir. 1975).

Furthermore, the evidence submitted by defendants arguing that there

was no partnership because they did not have “control” over G-Rock’s rock-

climbing facilities or that there was no sharing of profits or losses misses

the forest for the trees. There is clearly evidence that all of the businesses

took part in making decisions regarding Summer Camp 2.0, which was the

endeavor they undertook together, and that they agreed to share equally in

the revenue of the camp but each bear the expenses incurred by its respective

entity in conjunction with the endeavor.

We find competing and conflicting evidence in the record that

sufficiently raises an issue of material fact concerning the nature of the

business relationship between PinPoint, G-Rock, D-1, and Red River

Range—specifically, whether there was a joint venture or partnership. On

summary judgment, all doubts must be resolved in the nonmoving party’s

favor. Lanson v. XYZ Ins. Co., 16-0745, p. 6 (La. 5/3/17), 226 So. 3d 412,

416. The evidence submitted by the defendants, D-1 and Red River Range,

was insufficient at this juncture to establish that they were not engaged in a

joint venture or had not entered into a partnership with the other businesses

when they collectively put on Summer Camp 2.0. We thus reverse the trial

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court’s judgment, and remand the matter for further proceedings in

accordance with this opinion.2

CONCLUSION

For the reasons set forth above, the judgment of the trial court

granting the motions for summary judgment filed by defendants, Shreveport

Sports Training, LLC d/b/a D1 Training Shreveport, and Red River Range,

LLC, is reversed, and this matter is remanded. Costs of this appeal are

assessed to defendants, Shreveport Sports Training, LLC d/b/a D1 Training

Shreveport, and Red River Range, LLC.

REVERSED; REMANDED.

2
Based upon our finding that defendants are not entitled to summary judgment,
we do not reach the alternative theory of partnership by estoppel raised by plaintiffs.
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