                            130 Nev., Advance Opinion   q2..
      IN THE SUPREME COURT OF THE STATE OF NEVADA


IN RE: CAY CLUBS.                            No. 58176

DAVID B. CLARK; ANN CLARK;
DONALD W. GILLIS; NELL C. GILLIS;
PETER GILLIS; MARY PISCITELLI;                    FL
THOMAS TEDESCO; KENNETH B.
RITCHEY; DEBRA A. RITCHEY;                        DEC 0 4 2014
MICHAEL GIANFORTE; KYLE SMITH;
NANCY HELGESON; RAYMOND D.
REED, II; BRYAN SOPKO;
CHRISTOPHER T. WILSON; JAY
JADEJA; KETAN PATEL; RAJESH
PATEL; PARESH SHUKLA; ROSANNO
DELARA; RANDALL J. GOYETTE;
RITA M. GOYETTE; JOHN
THOMPSON; MICHAEL ZARI;
MICHAEL CROUCH; ALEX ARRIAGA;
MARIUS SMOOK; JAMES MCNEIL;
SUZAN MCNEIL-TUSSON; LOLITA
ALVAREZ; AND DOLORES CERALVO,
Appellants,
vs.
JDI LOANS, LLC; JDI REALTY, LLC;
AND JEFFREY AEDER,
Respondents.

IN THE MATTER OF CAY CLUBS.                  No. 59751


DAVID B. CLARK; ANN CLARK;
DONALD W. GILLIS; NELL C. GILLIS;
PETER GILLIS; MARY PISCITELLI;
THOMAS TEDESCO; KENNETH B.
RITCHEY; DEBRA A. RITCHEY;
MICHAEL GIANFORTE; KYLE SMITH;
NANCY HELGESON; RAYMOND D.
REED, II; BRYAN SOPKO;
CHRISTOPHER T. WILSON; JAY


                                                          - 3943L
JADEJA; KETAN PATEL; RAJESH
PATEL; PARESH SHUKLA; ROSANNO
DELARA; RANDALL J. GOYETTE;
RITA M. GOYETTE; JOHN
THOMPSON; MICHAEL ZARI;
MICHAEL CROUCH; ALEX ARRIAGA;
MARIUS SMOOK; JAMES MCNEIL;
SUZAN MCNEIL-TUSSON; LOLITA
ALVAREZ; AND DOLORES CERALVO,
Appellants,
vs.
JDI REALTY, LLC; JDI LOANS, LLC;
AND JEFFREY AEDER,
Respondents.



            Petition for en banc reconsideration of a panel opinion in
consolidated appeals from a district court summary judgment certified as
final under NRCP 54(b) and an order awarding costs. Eighth Judicial
District Court, Clark County; Elizabeth Goff Gonzalez, Judge.
            Petition granted; affirmed in part, reversed in part, and
remanded.

Lemons, Grundy & Eisenberg and Alice Campos Mercado and Robert L.
Eisenberg, Reno; Gerard & Associates and Robert B. Gerard and Ricardo
R. Ehmann, Las Vegas,
for Appellants.

Lionel Sawyer & Collins and Charles H. McCrea, Jr., and Lynda Sue
Mabry, Las Vegas,
for Respondents.

Morris Law Group and Steve L. Morris, Las Vegas,
for Amici Curiae.




                                     2
                BEFORE THE COURT EN BANC.'


                                                 OPINION


                By the Court, SAITTA, J.:
                            On March 6, 2014, a panel of this court issued an opinion
                examining the partnership-by-estoppel doctrine and affirming in part,
                reversing in part, and remanding a district court order that determined on
                summary judgment that the doctrine did not apply. Because this case
                involves a substantial precedential and public policy issue, we now grant
                en bane reconsideration to consider an issue that the prior opinion did not
                directly address: whether the partnership-by-estoppel doctrine must be
                based on a transaction between the complainant and the purported
                partnership. NRAP 40A(a). We thus withdraw the March 6 opinion and
                issue this opinion in its place. After considering the necessity of a
                transaction and the other aspects of establishing a partnership-by-
                estoppel claim, we affirm in part, reverse in part, and remand. 2
                            After purchasing condominiums at a resort named Las Vegas
                Cay Club, the appellants (hereinafter the purchasers) filed suit against
                approximately 40 defendants, including Cay Clubs and respondents
                Jeffrey Aeder; JDI Loans, LLC; and JDI Realty, LLC. The purchasers
                alleged that: (1) Cay Clubs ran Las Vegas Cay Club, (2) Cay Clubs inflated

                      "The Honorable Kristina Pickering, Justice, voluntarily recused
                herself from participation in the decision of this matter.

                      2 MGM  Resorts International filed an amicus curiae brief in support
                of the petition for en banc reconsideration, which the Las Vegas
                Metropolitan Chamber of Commerce joined.


SUPREME COURT
        OF
     NEVADA
                                                      3
(0) 1947A
                the condominiums' value by advertising that it would develop Las Vegas
                Cay Club into a luxury resort, (3) Cay Clubs' marketing materials
                represented that it was in a partnership with JDI Loans and JDI Realty
                (collectively, the JDI entities), and (4) the purchasers bought
                condominiums and engaged in other transactions on the belief that the
                purported partnership provided the expertise and resources to execute Las
                Vegas Cay Club's transformation. They claimed that Cay Clubs and
                others engaged in actionable wrongdoings while abandoning the plan to
                improve Las Vegas Cay Club and leaving the purchasers with "worthless
                property." The purchasers asserted that Aeder and the JDI entities were
                liable for these actionable wrongdoings under NRS 87.160(1)—a statute
                that codifies the partnership-by-estoppel doctrine. However, Aeder and
                the JDI entities prevailed on a motion for summary judgment with respect
                to their liability under NRS 87.160(1) and the other claims asserted
                against them.
                            Provided that other conditions are met, NRS 87.160(1)
                imposes partnership liability on a party where, with the party's
                "consent[ ]," there is a representation that the party is a "partner" and
                another party has "given credit" to the purported "partnership." In
                addressing these consolidated appeals, we clarify the meaning and
                application of NRS 87.160(1). 3 We conclude that the statute may impose


                      3We  also considered NRS 87.4332(1), a similar statute that appears
                to codify the partnership-by-estoppel doctrine, but because the parties'
                contentions operate on the implied premise that NRS 87.160(1) is the
                statute that is applicable to this matter, and because we find that the
                application of NRS 87.4332(1) would not change the disposition of this
                opinion, we do not address it further.


SUPREME COURT
        OF
     NEVADA
                                                    4
(0) 1947A
                partnership liability where there is a representation of a joint venture
                rather than a partnership, that the consent required for partnership by
                estoppel may be manifested expressly or may be fairly implied from the
                liable party's conduct, that the meaning of the statute's phrase "given
                credit" is not limited to the extension of financial credit, and that the
                reliance on the representation of a partnership or joint venture must be
                reasonable. Moreover, the statute may impose partnership liability with
                respect to any claims that implicate the element of reasonable reliance on
                which the partnership-by-estoppel doctrine is based. In light of these
                clarifications, we conclude that the district court erred in granting the JDI
                entities summary judgment as to their liability under NRS 87.160(1).

                                 FACTS AND PROCEDURAL HISTORY
                            Based on the purchasers' evidence and allegations below, Cay
                Clubs appears to be a business that developed and sold condominiums at a
                resort called Las Vegas Cay Club. As indicated in the purchasers'
                allegations and Aeder's deposition testimony, Aeder created and managed
                the JDI entities, which extended financial support for the development of
                Cay Clubs' properties. The purchasers alleged that they entered into
                purchase agreements for Las Vegas Cay Club condominiums and engaged
                in related transactions with Flamingo Palms Villas, LLC, which Cay
                Clubs allegedly created and controlled. According to their allegations and
                supporting affidavits, the purchasers engaged in these transactions (1)
                after reviewing marketing materials, which advertised that Las Vegas
                Cay Club would be improved and developed into a luxury resort and which
                represented a partnership between Cay Clubs and the JDI entities; and (2)
                on the belief that the partnership relationship between Cay Clubs and the
                JDI entities provided the experience and financial wherewithal to develop

SUPREME COURT
                the advertised luxury resort.
        OF
     NEVADA
                                                      5
(0) 1947A
                            Believing that Cay Clubs disingenuously abandoned the plan
                to improve Las Vegas Cay Club and fraudulently took the purchasers'
                money, the purchasers filed suit against approximately 40 defendants,
                including Cay Clubs, Aeder, and the JDI entities. The claims included,
                but were not limited to, fraudulent misrepresentation, securities
                violations, deceptive trade practices, civil conspiracy, and fraudulent
                conveyances of money. Additionally, the purchasers pleaded that the JDI
                entities and Aeder were liable under NRS 87.160(1), Nevada's
                partnership-by-estoppel statute, for the wrongdoings of Cay Clubs.
                            After answering the complaint, Aeder and the JDI entities
                filed a motion for summary judgment. They contended that there was an
                absence of evidence to support the complaint and that the parol evidence
                rule and the purchase agreements prevented the purchasers from relying
                on evidence of representations of a partnership. They maintained that
                NRS 87.160(1) did not apply to the purchasers' tort-based claims because
                the statute imposed liability only for claims sounding in contract. They
                also argued that the statute did not apply to any of the claims because it
                conditioned liability on the extension of financial credit, which was not
                extended by the purchasers. Moreover, they maintained that NRS
                87.160(1) could not be used to impose liability against Aeder and the JDI
                entities because the purchasers transacted solely with Flamingo Palms
                Villas and not with the purported partnership between Cay Clubs, Aeder,
                and the JDI entities on which their partnership-by-estoppel claim was
                based.
                            The purchasers opposed the motion. Submitting additional
                evidence in support of their complaint, they argued that issues of fact
                remained with respect to Aeder's and the JDI entities' liability, especially

SUPREME COURT
        OF
     NEVADA
                                                     6
(0) 1947A
                with respect to their liability under NRS 87.160(1). We reserve a more
                detailed discussion of the purchasers' evidence for our analysis of whether
                genuine issues of material fact remained with respect to Aeder's and the
                JDI entities' liability under NRS 87.160(1).
                            After a hearing, the district court granted the motion for
                summary judgment in favor of the JDI entities and Aeder upon finding
                that no genuine issues of material fact remained as to their liability for
                any of the asserted claims, including the partnership-by-estoppel claim
                under NRS 87.160(1). In so doing, it specifically noted that a "reference to
                a 'strategic partner' in the marketing materials was insufficient for
                partnership by estoppel.
                            The order granting summary judgment was later certified as
                final under NRCP 54(b). In addition, the district court awarded costs to
                the JDI entities and Aeder. These consolidated appeals followed. A panel
                of this court issued an opinion affirming in part, reversing in part, and
                remanding a district court order granting summary judgment. After the
                panel denied the JDI entities' petition for rehearing, the JDI entities
                petitioned for reconsideration.

                                                  DISCUSSION
                The parties' argument on appeal
                            The parties dispute whether the district court erred in
                granting summary judgment in favor of Aeder and the JDI entities
                regarding their liability as putative partners with Cay Clubs under NRS
                87.160(1). Modeled after section 16 of the 1914 version of the Uniform
                Partnership Act (UPA), NRS 87.160(1) codifies the common law
                partnership-by-estoppel doctrine. See 1931 Nev. Stat., ch. 74, § 1, at 112,
                116; see also Facit-Addo, Inc. v. Davis Fin. Corp., 653 P.2d 356 359-60

SUPREME COURT
        OF
     NEVADA
                                                      7
(0) 1947A
(Ariz. Ct. App. 1982) (providing that Arizona's partnership-by-estoppel
statute—which is substantially identical to NRS 87.160(1)—codifies the
partnership-by-estoppel doctrine). As long as other conditions are met,
NRS 87.160(1) provides that a person may incur partnership liability
where there is a holding out of that person as a partner, with the consent
of that person being held out, and another person gives credit to the
purported partnership upon believing in the representation:
            When a person, by words spoken or written or by
            conduct, represents himself or herself, or consents
            to another representing him or her to any 'one, as a
            partner in an existing partnership or with one or
            more persons not actual partners, the person is
            liable to any such person to whom such
            representation has been made who has, on the
            faith of such representation, given credit to the
            actual or apparent partnership, and if the person
            has made such representation or consented to its
            being made in a public manner the person is liable
            to such person, whether the representation has or
            has not been made or communicated to such
            person so giving credit by or with the knowledge of
            the apparent partner making the representation
            or consenting to its being made.
(Emphases added.) The parties offer different interpretations of this
statute. In so doing, they disagree on the meaning of "partnership," what
type of consent must be manifested for liability under the statute, and the
meaning of "given credit." Aeder and the JDI entities maintain that NRS
87.160(1) requires a reasonable reliance on the representation of a
partnership. They also dispute the statute's applicability to claims that do
not sound in contract. Under dissimilar interpretations of NRS 87.160(1),
the parties necessarily disagree over whether genuine issues of material
fact precluded the district court's grant of summary judgment with respect
to Aeder's and the JDI entities' liability under NRS 87.160(1).
                             Prior to this appeal, this court lacked the chance to address in
                any significant depth the partnership-by-estoppel doctrine or NRS
                87.160(1)'s meaning. We do so now. Because the arguments concern
                issues of statutory interpretation and the grant of a summary judgment,
                we engage in de novo review of the matters raised on appeal.         Cromer v.
                Wilson, 126 Nev. 106, 109, 225 P.3d 788, 790 (2010).

                NRS 87.160(1)'s meaning
                             In interpreting NRS 87.160(1), our ultimate goal is to
                effectuate the Legislature's intent.   Cromer, 126 Nev. at 109, 225 P.3d at
                790. We interpret a clear and unambiguous statute pursuant to its plain
                meaning by reading it as a whole and giving effect to each word and
                phrase. Davis v. Beling, 128 Nev. „ 278 P.3d 501, 508 (2012). We
                do not look to other sources, such as legislative history, unless a statutory
                ambiguity requires us to look beyond the statute's language to discern the
                legislative intent. State, Div. of Ins. v. State Farm Mut. Auto. Ins. Co., 116
                Nev. 290, 294, 995 P.2d 482, 485 (2000). Moreover, our interpretation of
                NRS 87.160(1) is guided by the following rules that the Legislature set
                out: (1) the law of estoppel applies to NRS 87.160(1), (2) this court is not to
                apply "Mlle rule that statutes in derogation of the common law are to be
                strictly construed," and (3) the statutory scheme that contains NRS
                87.160(1) "must be interpreted and construed as to effectuate its general
                purpose to make uniform the law of those states which enact it." NRS
                87.040(1)-(2), (4).

                      The term "partnership" in NRS 87.160(1)
                             When arguing about the absence or presence of genuine issues
                of material fact, the parties implicitly raise an issue about the meaning of
                the statute's term "partnership." They appear to disagree about what type
SUPREME COURT
        OF
     NEVADA
                                                       9
(0) I947A
                of relationship must be represented for partnership by estoppel: a
                partnership or a less formal but collaborative profit-oriented relationship,
                such as a joint venture. Their arguments about the nature of the
                purported relationship between Cay Clubs, Aeder, and the JDI entities
                urge us to answer whether partnership by estoppel can be found under
                NRS 87.160(1) when the subject of the actionable representation is a joint
                venture rather than a partnership.
                            Joint ventures and partnerships are similar but not identical.
                Hook v. Giuricich, 108 Nev. 29, 31, 823 P.2d 294, 296 (1992). "[A]
                partnership is an association of two or more persons to carry on as co-
                owners a business for profit . . . ." NRS 87.060(1). A joint venture is a
                similar collaboration for profit, but the collaboration is limited to a specific
                business objective rather than an ongoing business. Hook, 108 Nev. at 31,
                823 P.2d at 296. Despite the distinction, Nevada caselaw provides that
                the principles of partnership law apply to joint ventures. Radaker v. Scott,
                109 Nev. 653, 658, 855 P.2d 1037, 1040 (1993). Other jurisdictions have
                concluded the same, and they have applied the partnership-by-estoppel
                doctrine to impose liability for the representation of a joint venture.     See,
                e.g., Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290
                F.3d 42, 56 (1st Cir. 2002) (indicating that partnership by estoppel applies
                to joint ventures); John's, Inc. v. Island Garden Ctr. of Nassau, Inc., 269
                N.Y.S.2d 231, 236 (Dist. Ct. 1966) (concluding that the rules that apply to
                partnerships, including partnership by estoppel, apply to joint ventures),
                aff'd sub nom. C.J. Zonneveld & Sons, Inc. v. Island Garden Ctr., Inc., 280
                N.Y.S.2d 34, 34 (App. Term 1967); Allan Constr. Co. v. Parker Bros. & Co.,
                535 S.W.2d 751, 754-55 (Tex. Civ. App. 1976) (applying partnership by
                estoppel to conclude that a party was liable as a joint venturer). Likewise,

SUPREME COURT
        OF
     NEVADA
                                                       10
(0) 1947A
                we conclude that the partnership-by-estoppel doctrine, as defined by NRS
                87.160(1), applies where the subject of the representation is a joint
                venture rather than a partnership.

                      The term "consents" in NRS 87.160(1)
                            Partnership by estoppel may arise where a party, "by words
                spoken or written or by conduct, represents himself or herself, or consents
                to another representing him or her to any one, as a partner. . . with one or
                more persons not actual partners." NRS 87.160(1). As to the term
                "consents," the parties disagree over the extent to which NRS 87.160(1)
                requires a manifestation of consent. Whereas Aeder and the JDI entities
                argue as though the statute requires an explicit communication of consent,
                the purchasers argue that consent may be found where it can be implied
                from one's conduct.
                            Consent may be "express fedi" by words or "implied" by
                conduct. Black's Law Dictionary 323 (8th ed. 2004). Also, the comment to
                the UPA rule on which NRS 87.160(1) is based explains consent by
                directing the reader to caselaw which provides that consent may be
                implied when the facts make the implied conclusion reasonable. Unif.
                P'ship Act § 16, 6 U.L.A. 661-62 cmt. (1914) (explaining consent by citing
                to Morgan v. Farrel, 20 A. 614, 615-16 (1890) (indicating that consent may
                be reasonably implied)); see also Anderson Hay & Grain Co. v. Dunn, 467
                P.2d 5, 7 (N.M. 1970) (concluding that the consent to being represented as
                a partner may be implied by conduct if the conduct would lead a
                reasonable person to that conclusion). Thus, we conclude that consent
                under NRS 87.160(1) may be manifested either by one's express words or
                one's conduct from which consent can be reasonably implied.


SUPREME COURT
        OF
     NEVADA
                                                     11
(0) 1947A
                      The phrase 'given credit" in NRS 87.160(1)
                            The parties disagree on the type of credit that must be
                extended for partnership by estoppel. The purchasers contend that NRS
                87.160(1)'s phrase "given credit" means a claimant's belief in and
                detrimental reliance on the representation of a partnership's existence.
                Aeder and the JDI entities respond that this statutory language conditions
                partnership liability on the extension of financial credit to the purported
                partnership.
                            "Credit" has been defined as the "[b] elief" or "trust" in another
                person, the "availability of funds. . . under a letter of credit," or the
                "ability to borrow money." Black's Law Dictionary 396 (8th ed. 2004).
                Hence, because it lends itself to more than one reasonable interpretation,
                the term "credit" presents an ambiguity that invites us to refer to other
                authorities to resolve the statute's meaning. See State Farm, 116 Nev. at
                294, 995 P.2d at 485. Unfortunately, NRS 87.160(1) lacks legislative
                history that addresses the meaning of "given credit." However, because
                the Legislature directed this court to construe NRS 87.160(1) in
                uniformity with other jurisdictions that have adopted the UPA, we look to
                other jurisdictions for guidance. See NRS 87.040(4).
                            Aeder and the JDI entities direct this court to one salient
                authority, Bertin Steel Processing, Inc. v. U.S. Steel Corp., No. 1:02 CV
                1669, 2005 WL 2205332, at *14 (N.D. Ohio Sept. 6, 2005), wherein the
                phrase "given credit" was limited to financial credit. 4 But numerous


                      4Aeder   and the JDI entities also rely on the following authorities
                and unpublished decisions for their contention that the phrase "given
                credit" is limited to the extension of financial credit, but they overlook that
                none of these authorities expressly articulates such a limited definition of
                                                                    continued on next page . . .
SUPREME COURT
        OF
     NEVADA
                                                       12
(0) 1947A
                jurisdictions have either rejected that limited reading of the phrase or
                have read "given credit" to mean giving credence to a representation of a
                partnership by detrimentally relying on the representation.        See, e.g.,
                Pinnacle Port Cmty. Ass'n v. Orenstein, 872 F.2d 1536, 1540-41 (11th Cir.
                1989) (providing that Florida courts have not limited partnership by
                estoppel to matters involving financial credit and construing credit to
                mean detrimental reliance on the purported partnership);          Glazer v.
                Brookhouse, 471 F. Supp. 2d 945, 948-49 (E.D. Wis. 2007) (concluding that
                the Wisconsin Supreme Court has not limited the phrase "given credit" to
                financial credit and that the phrase means to detrimentally rely on the
                representation of a partnership); see also McElwee v. Wharton, 19 F. Supp.
                2d 766, 772 (W.D. Mich. 1998) (construing Michigan's partnership-by-
                estoppel statute to apply to a party who detrimentally relies on a
                representation of a partnership by contracting with the purported


                . . . continued

                the phrase: Milano ex rel. Milano v. Freed, 64 F.3d 91, 98 (2d Cir. 1995)
                (without defining the phrase "given credit," concluding that there was an
                absence of evidence to show that the plaintiffs relied on a representation of
                a partnership); Stochastic Decisions, Inc. v. DiDomenico, 995 F.2d 1158,
                1169 (2d Cir. 1993) (without defining the phrase "given credit," concluding
                that claimant failed to assert a viable partnership-by-estoppel argument
                for failure to assert that any credit was given); Barmes v. IRS, 116 F.
                Supp. 2d 1007, 1014 n.4 (S.D. Ind. 2000) (without defining the phrase
                "given credit," concluding that credit was not given); Davies v. Gen. Tours,
                Inc., No. CV 970057425S, 1999 WL 712917, at *2 (Conn. Super. Ct. Aug.
                31, 1999) (not defining "given credit" but determining that the facts did
                not show "any sort of credit" was given), aff'd, 774 A.2d 1063, 1072-73,
                1078 (Conn. App. Ct. 2001); Howick v. Lakewood Vill. Ltd. P'ship, No. 10-
                08-20, 2009 WL 1110829, at *8 (Ohio Ct. App. Apr. 27, 2009) (not defining
                "given credit" but using a definition of credit to which the parties agreed).


SUPREME COURT
        OF
     NEVADA
                                                     13
(0) 1947A
                partnership); Four Star Capital Corp. v. Nynex Corp., 183 F.R.D. 91, 105     -




                06 (S.D.N.Y. 1997) (acknowledging that federal and New York courts have
                interpreted "given credit" to mean financial credit or a reliance on the
                existence of a represented partnership); Sitchenko v. DiResta, 512 F. Supp.
                758, 761-62 (E.D.N.Y. 1981) (holding that one gave credit to a purported
                partnership by entering into an employment agreement in reliance on the
                representation of a partnership). These authorities indicate that the
                phrase "given credit" is one that is reasonably understood as not being
                limited to the extension of financial credit.
                             In arguing that the phrase "given credit" only concerns
                extension of financial credit, Aeder and the JDI entities emphasize that
                the revised 1997 version of the UPA replaced the phrase "given credit"
                with "enter[] into a transaction." Unif. P'ship Act § 308(a), 6 U.L.A. 128
                (1997). They contend that this revision expands the UPA's partnership-
                by-estoppel language to matters that do not involve financial credit, such
                that NRS 87.160(1)—which was based on the pre-1997 version of the
                UPA—must be construed to apply only to matters that involve financial
                credit. However, a comment to this revision suggests otherwise, as it
                explains that the revised language "continues the basic principles of
                partnership by estoppel from UPA Section 16." Unif. P'ship Act § 308(a), 6
                U.L.A. 128, 129 cmt. (1997) (emphasis added). Thus, the revision does not
                expand but, instead, clarifies and continues the partnership-by-estoppel
                principles that the drafters attempted to encapsulate.             See id.
                Additionally, it provides indicia of the drafters' understanding that the
                partnership-by-estoppel doctrine applies to matters beyond those that
                implicate the extension of financial credit. See id.
                             To adopt Aeder's and the JDI entities' construction of the
                phrase "given credit" would severely limit who could utilize the
SUPREME COURT
        OF
     NEVADA
                                                       14
(0) 1947A
                partnership-by-estoppel doctrine.      Under their interpretation, NRS
                87.160(1) would only benefit claimants with the financial resources and
                expertise to extend financial credit to a purported partnership. There are
                claimants beyond this cohort that face the risk of incurring an actionable
                injury because of the representation of a purported partnership.      See, e.g.,
                Sitchenko, 512 F. Supp. at 760-62. Thus, we do not read NRS 87.160(1)'s
                phrase "given credit" to only mean the extension of financial credit.
                Rather, as it appears in NRS 87.160(1), "given credit" means giving
                credence to the representation of a partnership by detrimentally relying
                on the representation, which may include, but is not limited to, the act of
                extending financial credit to the purported partnership or venture.
                            However, although there need not be an extension of credit for
                the partnership-by-estoppel doctrine to apply, there must nonetheless be a
                transaction between the claimants and the purported partnership. This
                transaction requirement is illustrated by the 1997 version of the UPA,
                which replaces "given credit" with "enter[ I into a transaction." As stated
                above, the revised language of the 1997 version of the UPA merely
                clarifies and continues the partnership-by-estoppel principles
                encapsulated in previous versions of the UPA, on which NRS 87.160(1)
                was based. See Unif. P'ship Act § 308(a), 6 U.L.A. 128, 129 cmt. (1997).
                Thus, NRS 87.160(1) requires a transaction between the claimants and
                the purported partnership for the claimants to have "given credit" under
                the statute. The existence of or nature of any transaction between the
                purchasers and the purported partnership is a factual question to be
                resolved by the court below.

                      The reasonable reliance requirement
                            We now turn to a prerequisite for partnership by estoppel that

SUPREME COURT
                is not explicitly stated in NRS 87.160(1). Generally, jurisdictions provide
        OF
     NEVADA
                                                     15
(0) I947A
that the partnership-by-estoppel doctrine conditions liability on the
plaintiff having reasonably relied on the representation of partnership,
which often involves an exercise of due diligence to ascertain the facts.
See, e.g., Bragg v. Johnson, 229 A.2d 497, 498 (Del. Super. Ct. 1966)
(providing that plaintiff must have reasonably believed in the existence of
a partnership to prevail on a partnership-by-estoppel claim); Anfenson v.
Banks, 163 N.W. 608, 620-21 (Iowa 1917) (collecting cases where the
common law definition of partnership by estoppel included the
requirement of an exercise of due diligence to know the truth regarding
the existence of a partnership); Gamble Robinson Co. v. Carousel Props.,
688 P.2d 283, 288 (Mont. 1984) (explaining Montana's partnership-by-
estoppel statute—which resembles NRS 87.160(1)—and concluding that it
requires one to have reasonably relied on the representation of a
partnership by making a reasonable inquiry about the representation's
veracity); Wis. Tel. Co. v. Lehmann,      80 N.W.2d 267, 270 (Wis. 1957)
(indicating that the reliance on the representation of a partnership must
be reasonable for partnership by estoppel). Because Nevada caselaw lacks
a significant discussion of the partnership-by-estoppel doctrine, it has not
addressed the reasonable reliance requirement that other jurisdictions
uphold.
            However, the Legislature has provided that the law of estoppel
applies to NRS 87.160(1). NRS 87.040(2). Moreover, in a similar matter,
we extended equitable estoppel's reasonable reliance requirement to a
party's claim that the apparent authority of an agent was the basis for
forming a contract.   Great Am. Ins. Co. v. Gen. Builders, Inc., 113 Nev.
346, 352, 934 P.2d 257, 261 (1997). Likewise, we conclude that the
reasonable reliance requirement, including the performance of due
diligence to learn the veracity of the representation of partnership, that

                                     16
other jurisdictions impose for partnership by estoppel is one that NRS
87.160(1) includes as well. As indicated by its language, NRS 87.160(1)
seeks to afford relief to those who incur an injury upon believing and
detrimentally relying on the representation of a partnership. Without the
reasonable reliance requirement, the partnership-by-estoppel doctrine
would lack an objective limitation to prevent it from being abused by
people who knew, or reasonably should have known, that the
representation of the partnership or joint venture was untrue. This
factual determination remains to be considered on remand.

      NRS 87.160(1)'s applicability to claims that do not sound in contract
            The parties disagree about whether partnership-by-estoppel
liability under NRS 87.160(1) may be imposed where the claim for which
that theory of liability is pleaded does not sound in contract. Aeder and
the JDI entities argue that NRS 87.160(1) imposes partnership liability
only for causes of action that sound in contract. The purchasers respond
that the statute imposes liability for any cause of action that conditions
liability on the reliance upon the representation of a partnership.
            In a partnership, the partners are jointly and severally liable
for injuries caused by a partner's actions within the ordinary course of the
partnership's business or with the authority of other partners. NRS
87.130; NRS 87.150(1). This liability extends to tortious acts such as
fraud. See Radaker v. Scott, 109 Nev. 653, 658, 660, 855 P.2d 1037, 1040,
1041 (1993) (providing that in the context of a joint venture—governed by
the laws of partnerships—a joint venturer is liable for another joint
venturer's fraudulent act that is completed within the scope of the joint
venture's enterprise). We recognize that even though the partnership-by-
estoppel doctrine provides for the same liability that would arise from a



                                      17
                partnership, which would include tort liability, other jurisdictions have
                concluded that the doctrine only imposes liability under claims that sound
                in contract. See, e.g., Roethke v. Sanger, 68 S.W.3d 352, 360 (Ky. 2001)
                (providing in dicta that its partnership-by-estoppel statute only provides
                for contractual liability); Pruitt v. Fetty, 134 S.E.2d 713, 717 (W. Va. 1964)
                (concluding the same).
                            Generally, the premise relied on for concluding that the
                partnership-by-estoppel doctrine is limited to contract claims is that the
                doctrine's reliance element exists in contractual matters, in which a party
                relies on the existence of a partnership in entering into a contract, but
                does not exist in tortious matters, in which a victim often does not rely on
                a partnership's existence in sustaining an injury. See Pruitt, 134 S.E.2d at
                717; see also Thomas Erickson, Recent Decision, 55 Mich. L. Rev. 1190,
                1191 (1957) (noting that the reliance element for partnership by estoppel
                is often present in contract-based causes of action). This premise is poor,
                as reliance on a partnership or joint venture's existence may arise in
                claims that do not sound in contract.         See Erickson, supra, at 1191
                (concluding that partnership by estoppel applies to "tort actions involving
                reliance"). For example, "[in cases of fraud or misrepresentation, where
                one is induced to buy from those misrepresenting,. . . relying on their
                holding out of a partnership, he [or she] may sue them as partners and
                hold them estopped to deny the relation." Id.; see also Frye v. Anderson,
                80 N.W.2d 593, 603 (Minn. 1957) (determining that the partnership-by-
                estoppel doctrine is applicable to tort-based causes of action).
                            Accordingly, we conclude that the application of NRS
                87.160(1) does not turn on whether the cause of action sounds in contract.
                Instead, it turns on whether the claim implicates the reliance element that
                is required for partnership by estoppel. Thus, NRS 87.160(1) applies to
SUPREME COURT
        OF
     NEVADA
                                                      18
(0) 1947A
                the purchasers' claims that are based on their reliance upon the
                representations of a partnership or a joint venture and are not limited to
                contract claims.

                      A review of our determinations about NRS 87.160(1)'s meaning
                            Thus, to review, NRS 87.160(1)—Nevada's partnership-by-
                estoppel statute—imposes partnership liability on a party where, with the
                party's "consent[ ]," there is a representation that the party is a "partner,"
                and another party has "given credit" to the purported "partnership."
                Partnership by estoppel may arise under this statute where the subject of
                the representation is a joint venture. Consent to the representation may
                be reasonably implied from one's conduct. The phrase "given credit" does
                not limit the statute's application to matters where financial credit is
                extended to the purported partnership or joint venture; rather, the phrase
                concerns the credence that is given to the representation when one
                detrimentally relies on it in conducting a transaction with the purported
                partnership, which may but is not required to include the extension of
                financial credit. The claimant who seeks to prevail on a partnership-by-
                estoppel claim must have reasonably relied on the representation of a
                partnership or joint venture, which entails the effort to learn the veracity
                of the representation. Finally, NRS 87.160(1) may impose partnership
                liability with respect to claims that implicate the reliance element that is
                required for partnership by estoppel, and such claims are not limited to
                those sounding in contract.

                The summary judgment in favor of Aeder and the JDI entities
                             Having clarified NRS 87.160(1)'s meaning, we now consider
                whether genuine issues of material fact remained with respect to Aeder's
                and the JDI entities' liability under NRS 87.160(1).
SUPREME COURT
        OF
     NEVADA
                                                      19
(0) 1947A
                            The purchasers contend that Aeder and the JDI entities did
                not show the absence of genuine issues of material fact with respect to
                their liability under NRS 87.160(1) when they moved for summary
                judgment. The purchasers assert that their evidence revealed that they
                relied on and gave credence to a purported partnership between Cay
                Clubs, Aeder, and the JDI entities when purchasing condominiums and
                engaging in related transactions on their reasonable belief that the
                purported partnership provided the financial strength to create the
                advertised luxury resort. Further, they contend that the evidence showed
                that Aeder and the JDI entities consented to the representation of a
                partnership with Cay Clubs. Last, they argue that the district court
                placed undue emphasis on the word "strategic" in concluding that the
                marketing materials' use of the phrase "strategic partnership" was
                insufficient for establishing partnership-by-estoppel liability.
                            Aeder and the JDI entities respond that the parol evidence
                rule barred the purchasers from relying on their evidence of a purported
                partnership because the purchase agreements contained an integration
                clause and identified Flamingo Palms Villas, and not a partnership, as the
                seller of the Las Vegas Cay Club condominiums. They also argue that the
                purchasers did not give any credit to the purported partnership between
                Cay Clubs, Aeder, and the JDI entities because the purchasers'
                transactions and agreements were with Flamingo Palms Villas, which was
                not represented as being in a partnership with anyone.
                             In determining whether the district court erred in granting
                summary judgment, we resolve whether genuine issues of material fact
                remained with respect to partnership by estoppel under NRS 87.160(1),
                such that "a rational trier of fact could return a verdict for the nonmoving
                party." Wood v. Safeway, Inc., 121 Nev. 724, 731, 121 P.3d 1026, 1031
SUPREME COURT
        OF
     NEVADA
                                                      20
(0) 1947A
                (2005). The party who moves for summary judgment has the burden of
                showing the absence of genuine issues of material fact. Cuzze v. Univ. &
                Cmty. Coll. Sys. of Nev., 123 Nev. 598, 602, 172 P.3d 131, 134 (2007). If
                that party lacks the burden of persuasion at trial, he or she may satisfy
                this burden by pointing to "an absence of evidence to support the
                nonmoving party's case.' Id. at 602-03, 172 P.3d at 134 (quoting Celotex
                Corp. v. Catrett, 477 U.S. 317, 325 (1986)). Generally, to defeat the motion
                for summary judgment, the nonmoving party must submit admissible
                evidence to show a genuine issue of material fact. Id. at 603, 172 P.3d at
                134. But when a party does not object to the inadmissibility of evidence
                below, the issue is waived and otherwise inadmissible evidence can be
                considered. See Whalen v. State, 100 Nev. 192, 195-96, 679 P.2d 248, 250
                (1984) (considering otherwise inadmissible evidence with respect to a
                summary judgment because the issue of admissibility was waived for lack
                of an objection).

                      The parol evidence rule and the purchasers' evidence
                             Aeder and the JDI entities argue that no admissible evidence
                was proffered to contest their motion for summary judgment because the
                evidence on which the purchasers relied was barred by the parol evidence
                rule. The parol evidence rule precludes the admission of extrinsic
                "evidence that would change the contract terms when the terms of a
                written agreement are clear, definite, and unambiguous."          Ringle v.
                Bruton, 120 Nev. 82, 91, 86 P.3d 1032, 1037 (2004). It applies only when
                the contracting parties agree that the written agreement is the "final
                statement of the agreement." 11 Richard A. Lord, Williston on Contracts
                33:14 (4th ed. 2012). The rule does not bar extrinsic evidence that is
                offered to explain matters on which the contract is silent "so long as the

SUPREME COURT
        OF
     NEVADA
                                                     21
(0) 1947A
                evidence does not contradict the [agreement's] terms." Ringle, 120 Nev. at
                91, 86 P.3d at 1037. For example, in a matter regarding partnership by
                estoppel, the Minnesota Supreme Court held that the parol evidence rule
                did not bar extrinsic evidence to help resolve uncertainties about a
                partnership's existence when the contract did not address a partnership or
                preclude its possibility. Blumberg v. Palm, 56 N.W.2d 412, 415-16 (Minn.
                1953).
                            Aeder and the JDI entities rely on the following language of a
                purchase agreement in asserting that the parol evidence rule barred the
                purchasers' evidence for partnership by estoppel:
                            This Agreement, such documents and all addenda
                            and exhibits attached hereto reflect the entire and
                            exclusive agreement of the Parties regarding the
                            construction of the Residence, the purchase and
                            sale of the Property, representations, warranties
                            and duties of Seller related to the Property and
                            the materials and workmanship used in
                            construction of the Property. No salesperson,
                            agent or employee of Seller has the authority to
                            make any representations that contradict or alter
                            any terms of this Agreement . . . . Except as
                            expressly set forth in this Agreement and such
                            documents, Buyer has not relied upon any
                            representations. . . with respect to any aspect of
                            the Property. This Agreement is intended by
                            Buyer and Seller as the final expression and the
                            complete and exclusive statement of their
                            agreement . . . , and any prior or contemporaneous
                            oral or written agreements or understandings
                            which may contradict, explain or supplement
                            these terms are hereby superseded . . . .
                This language suggests the intent to integrate the purchase agreement.
                Although the language provides that the purchasers did not rely on any
                representations about the "Property," this language on which Aeder and

SUPREME COURT
        OF
     NEVADA
                                                     22
(0) 1947A
                the JDI entities rely for their parol evidence argument was silent about a
                partnership. Thus, the parol evidence rule did not prohibit evidence
                regarding the representations of a partnership or a joint venture.

                      The genuine issues of material fact
                            Although some of the purchasers' evidence may have been
                inadmissible if objected to, Aeder and the JDI entities made no objections
                about the admissibility of the evidence beyond their assertion of the parol
                evidence rule. Thus, all of the evidence before the district court can be
                considered for determining whether genuine issues of material fact
                remained. See Whalen, 100 Nev. at 195-96, 679 P.2d at 250.
                            When moving for summary judgment, Aeder and the JDI
                entities averred that there was an absence of evidence for the purchasers'
                partnership-by-estoppel claim. At that time, the purchasers had not yet
                proffered evidence of actual representations of a partnership or joint
                venture. As a result, Aeder and the JDI entities satisfied their initial
                burden of showing the absence of genuine issues of material fact. But in
                contesting the motion, the purchasers submitted additional evidence that
                demonstrated genuine issues of material fact.
                            The purchasers submitted evidence of Cay Clubs' marketing
                materials. These materials included Cay Clubs' website, which stated
                that Cay Clubs was "a partnership of. . . professionals" and that its
                "strategic partner[s]" included the JDI entities. The marketing materials
                described the relationship with the JDI entities as a "partnership in
                excellence," identified the JDI entities as part of Cay Clubs' development
                team, and often used JDI Realty's logo alongside Cay Clubs' logo.
                Although the district court determined that a single use of the term
                "strategic" undermined the partnership-by-estoppel theory of liability, the

SUPREME COURT
        OF
     NEVADA
                                                     23
(0) 1947A
                multiple representations of a profit-oriented relationship between Cay
                Clubs and the JDI entities created a genuine issue of material fact as to
                whether these marketing materials represented a partnership, or at least
                a joint venture, between them.
                            The purchasers' evidence also established a genuine issue of
                material fact about whether JDI consented to the representations of a
                partnership or joint venture. In a deposition, Aeder stated that he
                reviewed Cay Clubs' marketing materials and did not doubt, but could not
                recall, that a reference was made to the JDI entities. Aeder also declared
                that he was the manager for the JDI entities. Hence, there was evidence
                of Aeder's potential knowledge of any actionable representations. There
                was also evidence which indicated that Aeder, through his LLCs, had
                supported Cay Clubs' development of other properties in the past and with
                respect to Las Vegas Cay Club. Therefore, there was evidence of a
                working relationship between Cay Clubs and Aeder and thus evidence of
                the same between Cay Clubs and Aeder's JDI entities. Accordingly, the
                totality of the evidence, especially the evidence of Aeder's knowledge of the
                marketing materials and his history of using his LLCs to extend support
                to Cay Clubs, indicated a genuine issue of material fact about whether
                Aeder, on behalf of the JDI entities, permitted Cay Clubs to make the
                actionable representations in the marketing materials.
                            With respect to the credit given to any actionable
                representations, multiple purchasers submitted affidavits wherein they
                stated that they relied on the representations of a partnership when
                purchasing their condominiums and engaging in related transactions with
                Cay Clubs. In those affidavits, they stated their beliefs that the
                partnership with the JDI entities provided the financial strength and

SUPREME COURT
        OF
     NEVADA
                                                     24
(0) 1947A
                 experience to manage their money and perform the promised
                 improvements to their property. Aeder and the JDI entities contend that
                 the purchasers did not give any credit to the purported partnership
                 between Cay Clubs and the JDI entities because the purchasers only
                 transacted with Flamingo Palms Villas. However, the purchasers
                 submitted to the district court an auditor's report that indicated that Cay
                 Clubs appeared to be made of various LLCs that were created for each of
                 its properties. Moreover, the district court had before it a deed of trust
                 that related to a Las Vegas Cay Club property that was signed by the
                 Flamingo Palms Villas' manager, who was identified in other documents
                 as forming and being involved in other Cay Clubs properties. Thus, the
                 evidence indicates that there remains a genuine issue of material fact as
                 to whether credit was given to the purported partnership when the
                 purchasers transacted with Flamingo Palms Villas, an entity that
                 appeared to be one of many LLCs that made up Cay Clubs, and therefore
                 whether the JDI entities may be held liable as Cay Club partners. The
                 various parties' relationships and representations, if any, must be
                 determined on remand.
                             As to the reasonable reliance requirement for partnership by
                 estoppel, the evidence indicated a genuine issue of material fact about the
                 purchasers' reasonable reliance on the representations of the relationship
                 between Cay Clubs and the JDI entities. The marketing materials
                 repeatedly emphasized a profit-oriented relationship between the two.
                 Moreover, the• affidavits of multiple purchasers provided that they
                 attended sales and marketing presentations where such representations
                 were made and that their belief in such representations was reinforced
                 when reviewing marketing materials and Cay Clubs' website. Hence, the

SUPREME COUFtT
        OF
     NEVADA
                                                      25
(0) 1947A
                evidence established the indicia of an effort to follow up on the
                representations of a partnership or joint venture between the JDI entities
                and Cay Club.
                             Accordingly, the district court erred in granting summary
                judgment to the JDI entities with respect to their liability under NRS
                87.160(1). Under this statute, the JDI entities may be liable as partners
                for the wrongdoings of others that are raised in the purchasers' claims
                that implicate their purported reasonable reliance on the representations
                of a partnership or joint venture between Cay Clubs and the JDI entities. 5
                However, as to Aeder's liability under partnership by estoppel, the
                purchasers' briefing and analysis have only directed this court to evidence


                      5 In reaching our determinations above regarding the genuine issues
                of material fact, we acknowledge that although multiple purchasers
                submitted affidavits that indicated their reasonable reliance on the
                representations of the profit-oriented relationship between Cay Clubs and
                the JDI entities, not all of the purchasers submitted such affidavits. We
                also acknowledge that the JDI entities and Aeder assert the following
                argument, which lacks merit: only three purchasers could show reasonable
                reliance because only three purchasers entered into their purchase
                agreements before Flamingo Palms Villas engaged in the partnership-type
                activity of a loan transaction with another JDI entity. This argument
                overlooks that NRS 87.160(1) conditions liability on the claimant's
                reasonable reliance on the representation—not on the existence and
                activity—of a partnership or joint venture. Moreover, the record indicates
                that the purchasers were primarily similarly situated plaintiffs. Given
                these unique circumstances, the evidence showed that genuine issues of
                material fact remained as to the JDI entities' partnership-by-estoppel
                liability. Thus, the district court's determination that the JDI entities
                lacked liability under NRS 87.160(1) must be reversed. To the extent that
                the JDI entities want to dispute their liability as to each purchaser on a
                plaintiff-by-plaintiff basis, we leave that matter to the parties and the
                district court on remand.


SUPREME COURT
        OF
     NEVADA
                                                    26
(0) 1947A
                of partnership by estoppel with respect to the JDI entities. They have not
                analyzed or directed this court to evidence of representations of a
                partnership or joint venture with Aeder. Therefore, absent an analysis of
                such evidence, we conclude that the district court did not err in granting
                summary judgment in Aeder's favor regarding his liability under NRS
                87.160(1).

                                              CONCLUSION
                             Because of the genuine issues of material fact above, the
                district court erred in granting summary judgment to the JDI entities
                with regard to their liability under the partnership-by-estoppel doctrine
                that NRS 87.160(1) codifies. We conclude that partnership by estoppel
                may be found under NRS 87.160(1) where the subject of the actionable
                representation is a partnership or a joint venture, that the consent
                required for partnership by estoppel can be express or implied from one's
                conduct, that the statute's phrase "given credit" means giving credence to
                the representation by detrimentally relying on it to engage in a
                transaction with the purported partnership, and that the claimant who
                seeks to prevail on the partnership-by-estoppel claim must have
                reasonably relied on the representation of partnership or joint venture.
                Moreover, we conclude that NRS 87.160(1) may impose partnership
                liability with respect to claims that implicate the reliance element that is
                required for partnership by estoppel—such claims are not limited to
                causes of action that sound in contract.
                             Therefore, we reverse the order granting summary judgment
                in favor of the JDI entities with respect to their liability under NRS
                87.160(1) and remand this matter to the district court for further
                proceedings that are consistent with this opinion. In addition, we reverse

SUPREME COURT
        OF
     NEVADA
                                                     27
(0) 1947A
the award of costs that was predicated on the grant of summary judgment
to the JDI entities. 6



                                                               J.
                                  Saitta




Gibbons


                             J.
Hardesty


t C(LA
Parraguirre


                             J.
Douglas




      6We  have considered the remaining contentions on appeal and
conclude that they lack merit.




                                   28
