                                                 130 Nev., Advance Opinion
                           IN THE SUPREME COURT OF THE STATE OF NEVADA
                                                                               14

                     IN RE: CAY CLUBS.                            No. 58176

                     DAVID B. CLARK; ANN CLARK;
                     DONALD W. GILLIS; NELL C. GILLIS;
                     PETER GILLIS; MARY PISCITELLI;                     FILED
                     THOMAS TEDESCO; KENNETH B.
                     RITCHEY; DEBRA A. RITCHEY;                          MAR 0 6 2014
                     MICHAEL GIANFORTE; KYLE SMITH;                     TRACE K. LINDEMAN
                                                                    CLEW Of SUPREME COI.JR,
                     NANCY HELGESON; RAYMOND D.                    BY
                                                                          bEPUTXCLERK
                     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
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                                                                                14 - on \Lacy
                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.


                           Consolidated appeals from a district court summary judgment
                certified as final under NRCP 54(b) and from an order awarding costs.
                Eighth Judicial District Court, Clark County; Elizabeth Goff Gonzalez,
                Judge.
                           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.



                BEFORE GIBBONS, C.J., DOUGLAS and SAITTA, JJ.




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                                                OPINION
                By the Court, SAITTA, J.:
                            After purchasing condominiums and engaging in related
                transactions 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 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 codified 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

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                application of NIBS 87.160(1). 1 We conclude that the statute may impose
                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 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 appeared 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



                      1 The parties' contentions operate on the implied premise that NRS
                87.160(1) is the statute that is applicable to this matter. We recognize
                that there is a similar statute that also appears to codify the partnership-
                by-estoppel doctrine: NRS 87.4332(1). But because the parties'
                contentions only concern NIBS 87.160(1)'s meaning and the liability of
                Aeder and the JDI entities under that statute, our opinion does not reach
                NRS 87.4332(1)'s meaning and application.



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                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
                the advertised luxury resort.
                            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

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                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
                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.
                                               DISCUSSION
                            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
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                  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
                  (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),
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                     the parties 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).
                                  Before 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. „ 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 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. &ling, 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 Mist. 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 "[Ole 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).



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                      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
                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). "[Al
                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 Gtr. 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),
                affd sub nom. C.J. Zonneveld & Sons, Inc. v. Island Garden Ctr., Inc., 280
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                N.Y.S.2d 34, 34 (App. Term 1967); Allan Const. Co., Inc. v. Parker Bros. &
                Co., Inc., 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, 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[edr 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

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                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.
                      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 "[Maier 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




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                phrase "given credit" was limited to financial credit. 2 But numerous
                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, Inc. 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.


                      2Aeder 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
                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. LR.S., 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 9700574255, 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).



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                   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
                   partnership); Four Star Capital Corp. v. Nynex Corp., AGS, 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

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                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
                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.
                      The reasonable reliance requirement
                            We now turn to a prerequisite for partnership by estoppel that
                is not explicitly stated in NRS 87.160(1). Generally, jurisdictions provide
                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.,
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                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 that 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.
                     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
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                 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). Yet, even though the partnership-by-estoppel
                 doctrine provides for the same liability that would arise from a
                 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

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                  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, "[fin 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
                  the purchasers' claims that are based on their reliance upon the
                  representations of a partnership or a joint venture.
                        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' 1," 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 creditS is
                  extended to the purported partnership or joint venture; rather, the phrase
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                concerns the credence that is given to the representation when one
                detrimentally relies on it, which may 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).
                            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
                gave credit 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.

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                              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
                  (2005). The party who moves for summary judgment has the burden of
                  showing the absence of genuine issues of material fact.    Cuzze v. Univ. St
                  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

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                      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
                      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
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                              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
                  the Jiff entities rely on 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 would 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
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                    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
                    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 the representation. 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

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                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 the 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 JUT
                entities provided the financial strength and 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 credit may have been
                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.

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                             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
                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. 3


                      3 Inreaching 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
                                                                  continued on next page . . .
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                However, as to Aeder's liability under partnership by estoppel, the
                purchasers' briefing and analysis have only directed this court to evidence
                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 MRS 87.160(1) codifies We conclude that partnership by estoppel
                may be found under MRS 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


                . . . continued

                reasonable reliance on the representation—not on the existence and
                activity—of a partnership or joint venture. Moreover, this record gave the
                indicia 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.



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                  the representation by detrimentally relying on it, 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 in part 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
                  the award of costs that was predicated on the grant of summary judgment
                  to the JDI entities. 4




                                                        Saitta


                  We concur:


                                               , C.J.



                                                  J.




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



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