1 Oral argument was heard in this case o n Mar ch 2 8, 2 000 , in Dayt on, Rhe a Co unt y,

Tennessee, as part of this Court’s S.C.A.L.E.S. ( S upreme C ourt A dvancing L e gal E duc ation for S tudents) project

. 1 

### IN THE SUPREME COURT OF TENNESSEE

AT KNOXVILLE (HEARD AT DAYTON) LISA MARTIN, ADMINISTRATR IX OF THE ESTATE OF DELORES J. COLEMAN v. ROBERT C. COLEMAN
Appeal from the Circuit Court for Cumberland County No. J-2094 John A. Turnbull, Judge

No. E1998-00739-SC-R11-CV - Decided May 16, 2000

We granted this appeal to determine w hether an implied partnership may be imposed upon the retirement

benefits of one party to a relationship in which unmarried parties held themselves out as husband and wife.

We hold that the lower courts erred in dividingthe retirement be nefits as proper

ty of an implied partnership. 1

Rule11 Appeal by Perm ission; Judgment of the Cour t of Appeals Revers

ed; Case Remanded.

H OLDER , J., delivered the opinion of the court, in which A NDERSON , C.J., and D ROWOTA , B IRCH , and B ARKER , JJ, joined. David R. Swafford, Pikeville, Tennessee, for the appellant, Robert C. Coleman. Proctor Upchurch, Crossville, Tennessee, for the appellee, Delores J. Coleman.
OPINION

Rober tand Delores Coleman began a relationship that resulted in the birth of a daughter , Lisa, in 1966. After Mr.

Cole man obtaine d a divorce from Evelyn Coleman in 1968, Robert and Delores Coleman were married. On January 27, 1978, Delores Coleman was granted a divorce fr om Robert Coleman. Shortly thereafter, however, Robert and Delores Coleman reunited. They never remarried, but th

ey continue

d to live together

for sixteen y

ears.
Delores Coleman did not work outside the home. Robert Colem an, an e ngineer, was the2

family’s sole provid

er. Mr. Coleman was employed by a manufa cturing company that was later purchased

by Johnson Controls. Mr. Coleman retired in 1991. Mr. Coleman had a pension plan and
a 401(k) plan through his employer. Delores Coleman made no direct financial contribution to either of these retirem

ent accounts. During their sixteen-y

ear relationship

subsequent to their

divorce, the par

ties held themselve s outto the public as husband and wife. They filed j oint tax returns, maintained health insurance as husband and wife

, and conducted th

eir affairs as though they were married. They jointly acquired assets and had reciprocal

wills prepared referring to each other as “husband” and “wife .” The parties both testified that they were aware that they were not married.

In 1992 Robert Coleman purchased a used car busi ness. The couple’ s jointly-title d house
was used as collateral to finance the purchase. Delores Coleman testified that she believed she and Mr. Coleman were partners in the business. Mr. Coleman testified that he intended to develop the business into a successful enterprise and to turn it over to the

Colemans’ daughter. The only work performed by

Delores Coleman i

n the used car business occurred during one two-day period. She
was not authorized to write checks on the business ac count and did not oth

erwise particip

atein the business. Near

the time of their separation in 1994, Mr. Coleman financed the purchase of the lot
on which the car business was located. The purchase was made in his name only although Delores Coleman signed th

e loan documents.

When the couple

separated in 199

4, Robert Coleman f

iled suit in Cumberland County

circuit court seeking to have

the couple’s joint

ly-held ac counts and home co

nveyed to hi

m in his name. In the alternative, h e sought to have the property partitioned. Ms. Coleman filed a complaint for divorce, alleging a mar

riage by estoppel and see

king a division of t

he parties’ marital assets. The two actions were

consolidated for

trial.

The trial court held

that “equi ty ought to requ ire this rel ationship to be consi dered marria ge by estoppel” but

acknowledged

that such a finding

would be contrary to case law. Instea d, the court found that an implied partnership existed between the parties for th e duration of the C olemans’ cohabitation and held that Mr. Coleman was estopp ed from deny

ing that a partne

rship extended to “allof the assets.” As a partnership, th e parties’ asse

ts would be divided e

qually, reg

ardlessof the
source of monetary

contribution. The

trial court furth

er held that ther

e was ample t estimony to establish a business relatio

nship between the

parties. The tria

l court dissolved th

e partnership

as of June 20, 1997, and stated:

With reference to the pension or retirement bene fi ts, the record is clear that these benefits were accum ulated during the period of the parties’ implied partnership and during the period when, as a matter of equity, the defendant is estopped to denyplaintiff’s part

nership rights in t he re tirement benefit s and/or pension. Pl

aintiff indirect

ly contributedto the retirement and/or pension with Johnson Control by providing all of those amenities and benefits customarily provided by2 The trial court made explicit findings on the re

cord as to both the v

aluation of prope

rty and the division of assets and liabilities. The court also made certain adjustments for amounts received
or expended by the parties. The order entered by the trial court, however, does not reflect the trial court’s findings in their entirety.

3 In its ruling from the bench, the trialcourt valued the 401(k) at $20,000 and the pension at $130,737. The order entered by the court, however, re flected the award of the pension as an asset but did not include the court’s finding as to the value of the pension.

4 The 1978 divorce decree did not award Ms. Coleman any interest in

Mr. Coleman’s pension or 401(k) plan.
3

a wif e, al tho ugh s he m ade n o di rect mon eta ry c ontribu tion to those fu n ds. It is the ruling

of the court that e

quity demand

s that Mrs. Delores J. Coleman be and she is hereby granted Fifty Percent (50%) ownership

in the pension and/or retire ment benef its d ue Rob ert L. Coleman as a resu

lt of his employ

ment with Johnson Contr ol.

The final order of th

e trial court did

not list the valuatio

ns of all the property

divided by the

court. 2 The court stated at the conclusion of the trial that its intention was to divide the assets equally.

In the Cour t of Appeals, Mr. Coleman conceded his acceptance of the trial court’s i dentification and valuation of the partnership assets and the adjustments made by the trial court , withthe exception of the inclusion of his pension and 401(k). 3 The Court of Appeals affirmed the trial court’s hol ding that an i mplied partnership existed and that Ms. Coleman was entitled to a portion of Mr. Coleman’s retirement benefits. The court remanded the case, however, finding that the re cord w as unclear as to the amount of retirement benefits that accrued while the parties were living together. 4

ANALYSIS For purposes of this appeal, Mr. Coleman concedes that the used car business was implied partnership

property. He objects only to the lower c ourts’ inclusion of his retirement benefits in the division of “partnership” assets. Since this case was tried by the cour t sitti ng without a jury, we review the case d e novo upon the record with a presumption of correctness of the findings of fact by the trial court. Unless the evidence preponderates against the findings, we must affirm absent an error of law. Tenn. R. App. P. 13(d).

In Tennessee, marriage is controlled by statute, and common-law ma rri ages are not recognized. Crawford v. Crawford, 198 Tenn. 9,14, 277 S.W.2 d 389, 391 (Tenn. 19

55); Rambeau v. Farris , 186 Tenn. 503, 506, 212 S.W.2d 359, 360 (1948); Bass v. Bass , 774 S.W.2d 170 (Tenn. Ct. App. 1987). Our courts have recognized marriage by estoppel when pa rties have believed in the validity of their marriage and

have evidenced that belief by cohabitation. Rambeau , 212 S.W.2d at5 Delores Coleman died on December 26, 1998, while this case was pending before the Court of Appeals. Her daughter, Lisa Martin, the administratrix of the estate of Delores J. Coleman, has been sub sti tut ed as a par ty.
4 361. The doctrine of marr iage by e stoppel is applied in

exceptional case

s. It does not a

pply in cases where the parties knowingly live together in an unmarried state and are privileged to discontinue that
r elationship

at will. Crawford , 277 S.W.2d at 392. It was uncontroverted that both Delor es an d Robert Coleman knew they

were not married. The trial court correctly held that it could not find a marriage by estoppel.

Stating that equit

y must be served, however, the trial court used the doctrine of implied partnership to divide all of the property acquired during the rela tionship.

In Bass v. Bass , 814 S.W.2d 38, 41 (Tenn. 1991), we defined a partnership as an association of two or more persons to carry on as co-owners a business for pr ofit. See Rowlett v. Guthrie , 867 S.W.2d 732, 735-36 (Tenn. Ct. App. 1993) (de clining to find an

implied partnersh

ip extending to parties who cohabited in a hom e owned by one party and out of whic h the other party operated a barbeque busines s); Johns on v. Graves , 15 Tenn. App. 466 ( 1932) (finding im plied partnershi

p extending to a barber shop and boarding house but not to a certificate

of deposit in the name of one part y; the partners had

lived together for twenty y ears but each partner wasmarried); see also Tenn. Code Ann. § 61-1-105(a

). In determi

ning w hether a partne

rship exists, all of th

e relevant fac

ts, actions, and conduct of the parties must be considered. Bass , 814 S.W.2d at 41. No one factor circumstanceis conc lusive. Id. ; Roberts v. Lebanon Appliance Serv. Co. , 779 S.W.2d 793, 795 (Tenn. 1989). The existence of a partnership may be implied when it appears that the parties have entered into a business

relationship for profit, combining their property, labor, skill, experience, or mon ey. Bass , 814 S.W.2d at 41; Rowlett , 867 S.W.2d at 73 6. It is not necessary that the parties have an understanding of the legal effect of their acts. Roberts , 779 S.W.2d at 795-96.

In Bass we upheld the trial court’s ruling t hat William and L

inda Bass were

implied partners. Bas s 814 S.W .2d at 41, 44. Althou gh the parties c

ohabited during

their ten-y

ear business relationship

and even were married briefly, it was through the ir combined effo rts that their businesses prospered. Id. at 44. The two worked jointly at a restaurant an

d video amusement g

ame venture. Proceeds from these ventures were used to purchase a

convenience sto

re and used car

lot. Id. at 43. We n oted that Lind a Bass inves ted time, m oney, labor, an d energy into pro ducing a profitable and productive enterprise. Id. at 44. Accordingly, we held that Linda B ass was entitled to one-half ownership of

all partnership a

ssets, including a

ssets purchased w

ith partnership a

ssets. That the parties cohabited for eleven years and wer e married at one point was not a factor in ou r decis ion. We stres sed that the ordina ry laws per

taining to partne

rship, not the laws o

f domestic relations, apply in a sit

u ation in which a business partnership can be implied from the facts and circumstances, a meretricious relationship notwithstanding. Id.

In this case, we are asked by the estate of Delor es Coleman 5 to extend our holding in Bass to find that an implie

d partnersh

ip extends to the retirement benefits accumulated by Robert Coleman. The partie s’ onl y business relationship involved a used car business. Ms. Coleman’s participation in the used car business was minimal at best. The estate does not contend that the used6 Marital property in cludes “the value

of vested pensi

on, retirement or oth

er fringe ben

efit rights accrued during the period of the marriage.” Tenn. Code Ann. § 36-4-121(b)(1)(B).
5 car business produced or contributed to Mr. Coleman’s pension or 401(k). In apparent recognition of this fact , the tria

l court held that Ms. Coleman “ indirectly contributed to the retirement and/or pension with Johnson Control by providing all of those amenities and benefits customarily provided by a wife, although she made no direct monetary contribution to those funds.” (Emphasis added).

While Ms. Coleman’s contribution as a homemaker could be considered in dividing marital property pursuant to Tenn Code Ann § 36-4-121(c)(5), the parties were not married. 6 A marriage would have created a form of “partnership” entitling ea ch party to t

he benefits of the

statute regulating the dissolution of marriage . To hold that these retirement benefits are available as partnership

assets would requ

ire this Court to expand the concept of implied partnership beyond the business relationship now conceded by the parties . In e ssence, we would be required to hold that unmarried couples may create an implied partnership simply by

their con tinued co habitatio n. We decline to do so.

Mr. Co lema n concedes that the remaining assets should be divided equally between the parties. We, therefore, r emand this case to

the trial court fo

r an equal division

of the rema

inin g pro pert y, with out consideration of the value of Mr. Coleman’s retirement benefits. The Court of Appealsis reversed, and this case is remanded to the trial court for further proceedings consistent withthis opinion. The costs of this appeal are taxed against Lisa Martin,Administratrix of the Estate of D elo res Col ema n, f or w hic h ex ecut ion may i ssu e if nece ssa ry.