A profit-sharing arrangement in a property development context, even where it contemplates an ongoing business relationship and uses language such as 'retain', 'contribute' and 'on behalf of the project', does not constitute a partnership where the agreement provides for one party to hold property in its own right, contains no provisions for sharing of losses or liability for co-partner's dealings, and earlier drafts containing partnership language were deliberately amended to remove such references. Where a contract cannot be performed and the parties enter into fundamentally different arrangements with different parties, different terms and a different purchase price, the proper characterisation is abandonment or termination rather than variation, even where the new arrangements retain some features of the original agreement.
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