Apply the rule

Rosa Villanueva manages Juniper Table, a restaurant that Owen Blake owns as a sole proprietor. Her 2025 written employment contract pays her $70,000 a year plus fifteen percent of the restaurant's net profits, gives her authority to hire staff and order food, and lets Owen override any decision she makes. Her business cards say "Rosa Villanueva, Partner," a title Owen approved because it "sounds better to vendors." In 2026 the restaurant fell $48,000 behind on payments to a produce supplier, Greenleaf Farms, which dealt only with Owen and learned of Rosa's title only after the debt arose. Greenleaf sues Rosa personally, contending that her share of profits makes her a partner and therefore liable for the debt.