13 judgment on the counterclaim of the banks. As a general rule the substantive law of partnerships is applicable in determining the rights and liabilities of joint venturers and third parties. Wood v. Western Beef Factory, Inc., 378 F.2d 96, 99 (10th Cir.); see also P M Cattle Co. v. Holler, 559 P.2d 1019, 1021 (Wyo.). We have also found elementary the proposition that one joint venturer can bind another joint venturer in matters that are within the scope of the joint enterprise, but that a joint venturer who acts in contravention of a restriction on his authority cannot bind the other joint venturers to persons who have knowledge of the restriction.
[ยถ9] The question of whether a partnership exists typically is one of fact, the answer of which is left to the fact finder. Murphy v. Stevens , 645 P.2d 82, 85 (Wyo. 1982) ; 59A Am. Jur. 2d Partnership ยง 201, (database updated Feb. 2019) ; P & M Cattle Co. v. Holler , 559 P.2d 1019, 1022 (Wyo. 1977) (citation omitted). Indeed, whether a partnership exists between spouses depends on the particular facts of each case and "[t]here is no single or conclusive test for a partnership that will suffice in every situation[.]"
Rohrbaugh v. Mokler, 26 Wyo. 514, 188 P. 448, 450 (Wyo. 1920). See also Sunburst Exploration, Inc. v. Jensen, 635 P.2d 822, 825 (Wyo. 1981); P M Cattle Co. v. Holler, 559 P.2d 1019 (Wyo. 1977); and In re Utah Idaho Sugar Co., 57 Wyo. 425, 120 P.2d 601, 607 (1942). In the instant case, the record indicates that Sinclair Oil was aware from the outset that True Drilling Company was going to be the drilling contractor and by late 1980, Sinclair Oil had become aware that other affiliates were providing services to the well.
Serious question exists whether the caption is sufficient, no matter what the text of the pleading, to clearly demonstrate that the individuals are named parties, in view of the accepted principle that the venture is a separate entity and that the individuals should be separately named to be subject to the litigation. P M Cattle Co. v. Holler, Wyo., 559 P.2d 1019 (1977); MJB Investments v. Coxwell, Wyo., 611 P.2d 438 (1980); L.C. Jones Trucking Co. v. Superior Oil Co., 68 Wyo. 384, 234 P.2d 802 (1951). Our decision, however, will not be made upon the caption form or terminology and its sufficiency.
The principal distinction between a joint venture and a partnership is that a joint venture usually relates to a single transaction. P and M Cattle Co. v. Holler, Wyo. 1977, 559 P.2d 1019, 1021. We do not consider it of great importance whether the parties to this appeal were engaged in a single joint venture or a series of joint ventures, each on the heels of the other.
1980); Skinner v. Skinner, 601 P.2d 543, 545 (Wyo.1979); P & M Cattle Co. v. Holler, 559 P.2d 1019, 1024 (Wyo.1977); Sch. Dist. No. 32 in Fremont Cnty. v. Wempen, 80 Wyo. 311, 321, 342 P.2d 232, 235 (1959). Wyoming's Rule 52(a) is different from its federal counterpart, which requires findings of fact and conclusions of law in all cases.
t "since there is no arbitrary test for determining the existence of a partnership, each case must be governed by its own peculiar facts" (quoting Munce v. Munce, 77 S.D. 594, 96 N.W.2d 661, 663 (1959))); Harman v. Rogers, 147 Vt. 11, 510 A.2d 161, 163 (1986) (stating that "[i]n deciding whether a partnership has been created by tacit agreement, courts must examine the facts to determine whether the parties carried on as co-owners of a business for profit"); Cooper v. Knox, 197 Va. 602, 90 S.E.2d 844, 847 (1956) (stating that "'[n]o one factor or circumstance can be taken as a conclusive criterion, but each case must be determined upon its own particular facts and surrounding circumstances'" (quoting 68 C.J.S., Partnership, ยง 30)); Pruitt v. Fetty, 148 W.Va. 275, 134 S.E.2d 713, 716 (1964) (stating that "[t]here is no general rule applicable in determining or ascertaining the question of partnership . . . but each case must be governed by its own facts and surrounding circumstances"); P M Cattle Co. v. Holler, 559 P.2d 1019, 1022 (Wyo. 1977) (stating that "the question of whether . . . a [partnership] exists must be gathered from the conduct, surrounding circumstances and the transactions between the parties"). We note the difficulty of uniformly applying a totality-of-the-circumstances test, see Perry Homes v. Cull, 258 S.W.3d 580, 592 (Tex. 2008) (explaining the difficulty of applying a totality-of-the-circumstances test in determining whether a party waived an arbitration clause in a contract), but we cannot ignore the Legislature's decision to codify the essential common law partnership factors in TRPA without specifying that proof of all or some of the factors is required to establish a partnership.
Rolfe, 860 P.2d at 1158 (citation omitted). In the context of determining whether a partnership existed, we have said that where a determination cannot be made by looking at the face of an instrument, a court may look outside its four corners and look at what the parties did and how they treated the arrangement between them. P M Cattle Co. v. Holler, 559 P.2d 1019, 1023 (Wyo. 1977). On facts similar to this case, the Oregon Supreme Court said that although a written agreement may be ambiguous, the scope of the business subject to a partnership agreement can properly be proved by parol evidence.
True v. Hi-Plains Elevator Machinery, Inc., 577 P.2d 991, 996-97 (Wyo. 1978) (citations and footnote omitted) (emphasis added). See also P M Cattle Co. v. Holler, 559 P.2d 1019 (Wyo. 1977). Finally, in Holliday v. Bannister, 741 P.2d 89, 93 n. 1 (Wyo. 1987), this court suggested that the statement of the elements of a joint enterprise set forth in Endresen appeared to be a "chopped version" of the elements as stated by the Restatement (Second) of Torts ยง 491 comment c at 548 (1965).
Pursuant to Rule 52, W.R.C.P., the parties must request special findings of fact if they are desired, and in the absence of a special finding, a general finding by the trial court carries with it every finding of fact supported by the record. Garriffa v. Taylor, Wyo., 675 P.2d 1284 (1984); Miller v. Miller, Wyo., 664 P.2d 39 (1983); Dechert v. Christopulos, Wyo., 604 P.2d 1039 (1980); Skinner v. Skinner, Wyo., 601 P.2d 543 (1979); P M Cattle Company, v. Holler, Wyo., 559 P.2d 1019 (1977); School District No. 32 Fremont County v. Wempen, 80 Wyo. 311, 342 P.2d 232 (1959). This Court also consistently has held that the judgment of the trial court is to be affirmed on appeal if it is sustainable under any legal ground appearing in the record, whether or not that ground was invoked by the trial court.