Cay Clubs is a business that develops and sells condominiums at a resort called Las Vegas Cay Club. Jeffrey Aeder financially supported Cay Clubs through JDI Loans, LLC, and JDI Realty, LLC (collectively the JDI entities). Cay Clubs had represented that it would develop its properties with the aid of the JDI entities.

The lawsuit was filed when buyers of the Cay Clubs’ properties felt that Cay Clubs had disingenuously abandoned the plan to improve Las Vegas Cay Club. In the lawsuit, the buyers alleged that Cay Clubs had inflated the condominiums’ values by advertising that it would develop the property into a luxury resort, Cay Club had represented itself as being in a partnership with the JDI entities through its marketing material, and the buyers had engaged in transactions with Cay Clubs due to their beliefs that there was a partnership between Cay Clubs and the JDI entities. The buyers further claimed that Cay Clubs had engaged in actionable wrongdoings by abandoning its property development plan and leaving the buyers with “worthless property.”

Aeder and the JDI entities were included in the lawsuit by dint of liability claims under NRS 87.160(1), a Nevada statute that codifies the partnership by estoppel doctrine. Aeder and the JDI entities filed a motion for summary judgment. The district court granted Aeder and JDI’s motion for summary judgment upon finding no genuine issues of material facts, specifically noting that “a reference to a ‘strategic partner’ in the marketing materials was insufficient for partnership by estoppel.”

The buyers appealed. What was the appeals court’s decision and what was its reasoning? Do you agree? In the case, the court makes a distinction between a joint venture and a partnership, what is that distinction and did it make an impact on the case?