Profit-sharing does not by itself create a partnership; admitted loan liability can still support recovery and accounts.

Profit-sharing alone does not establish a partnership unless there is an agreement between all parties and business is carried on by one on behalf of all. On the facts, the documents and surrounding circumstances showed only that money was received with an undertaking to repay it with a share of profits, so partnership was not proved. Even so, the admitted receipt of funds and liability to repay supported monetary relief on the alternative loan basis. The court therefore allowed recovery of the amounts advanced, profit share, interest and accounts, despite the failure of the partnership claim.

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Issues: (i) Whether the documents and surrounding circumstances established a partnership between the parties or only a loan with an agreement to share profits; (ii) Whether, even in the absence of a proved partnership, the appellants were entitled to recover the money advanced together with profit share and accounts.

Issue (i): Whether the documents and surrounding circumstances established a partnership between the parties or only a loan with an agreement to share profits.

Analysis: A partnership requires an agreement between all concerned, an agreement to share profits, and business carried on by all or any acting for all. Mere participation in profits is not conclusive. The documents relied on showed only that the first respondent received money and agreed to return it with a share of profits; they did not clearly establish that he was carrying on the business on behalf of the appellants or that there was the necessary consensus to create a partnership. The pleadings and evidence also did not satisfactorily show partnership indicia beyond profit-sharing.

Conclusion: The finding that no partnership was proved was upheld.

Issue (ii): Whether, even in the absence of a proved partnership, the appellants were entitled to recover the money advanced together with profit share and accounts.

Analysis: The first respondent's written statement and evidence admitted receipt of the amounts as loans and acknowledged liability to repay the principal with profit share. Relief could be granted on that admitted foundation even though the plaint did not originally frame the case as a loan claim, since the alternative basis was expressly set up by the defendant and was already in issue. The commercial nature of the transaction justified recovery with interest and an account of the profits generated from the venture.

Conclusion: The appellants were entitled to a money decree for the amounts advanced with profit share and interest, along with accounts, even though the partnership claim failed.

Final Conclusion: The second appeal concerning partnership relief failed, but the connected appeal succeeded to the extent of monetary recovery and accounts on the admitted loan basis.

Ratio Decidendi: Profit-sharing by itself does not establish a partnership; where the defendant expressly admits receipt of money and liability to repay it with profits, the court may grant relief on that admitted transaction even if the pleaded partnership case is not proved.

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