"Over the years my company has developed a close working relationship with one of our suppliers, and we're thinking of setting up a joint website where we can offer each other's products and services, sometimes with blended or reduced prices if people buy 'packages' of our products. Do you see any potential legal issues with that?"

Generally, whenever two people or companies either hold themselves out as partners, or conduct business in such a way that people can reasonably believe they're partners, the law will impose a "de facto" partnership on them even though they never actually intended to be partners (even, in fact, if there's an agreement between them saying they are NOT partners).

So, for example, let's say that I sublease office space from another lawyer. We are not partners, although we may share some expenses (such as salary and benefits for a joint receptionist/admin person). You are a prospective client. When you walk up to our office door, you see a sign that says "Cliff Ennico and Joe Blow, Attorneys at Law." The receptionist answers phone calls the same way. The business card and marketing brochure you pick up in our lobby say the same thing. Your appointment is with Joe Blow, not me. Joe doesn't even mention me during your meeting with him. If Joe Blow should commit malpractice on your legal matter, you can sue both Joe and me, even though Joe and I clearly agreed we were not partners. The law in this case would look at things the way you yourself looked at them — you had every reason to believe that Joe and I were partners, and the law will back you up on that.

Another example: You are a computer consultant, and I hire you to do an e-commerce website for me. You're terrific at the techie "under the hood" stuff, but you're not the greatest Web designer in the world, so you subcontract that portion of the job to your cousin Suzie Creamcheese (any Frank Zappa fans out there?). You and Suzie show up together at every meeting with me, and both you and Suzie call me with questions about the project. Even though I know Suzie is primarily responsible for the Web design work and you are doing the other stuff, unless one of you specifically tells me that the two of you are not partners, I have every right to believe you are partners. So if I get a nasty letter alleging that some part of my website design infringes another company's copyright, I have the right to sue both of you even though Suzie was clearly responsible for that fiasco.

As the boldface language in the above example indicates, the way to avoid creating an "inadvertent partnership" with someone is to make sure third parties (customers, suppliers, etc.) know that you are not partners. In the Web design example above, I would actually put a clause to that effect in my contract with the customer.

In the case of your joint website, I would divide the site into two clearly identifiable spaces so that people know you are two separate companies. While your products can be listed on a single order page, I would clearly distinguish which products are being offered by Company A, and which are being offered by Company B. Your e-commerce "shopping cart" should clearly indicate which company is receiving your payment and will be responsible for refunds, returns and so forth. And there should be a clear statement at the bottom of the order page (preferably a "click through" box requiring the customer's agreement) that "www.whatever.com is a joint website offered by two independent companies, _________, Inc. and _________, LLC. ___________, Inc. and ________, LLC are not partners or agents of each other, and each company is not responsible or liable in any way for the other company's products or services."

Also, each company should post its own privacy policy along with a statement that customer information will be shared freely between the two companies.

A better approach would be for each company to have its own e-commerce website for its own products, with links back and forth between the two sites allowing customers to obtain discounts on products that are offered on each site if they can prove purchase of one or more of the other company's products (or that they were directed to the site from the other company's site).

One more thing: If your two companies are technically competitors, creating a joint website like this one may create antitrust and "unfair trade practice" issues. Be sure you work with an attorney who is familiar with "joint ventures" like this one to make sure your website will not be viewed as a way to engage in illegal "price fixing," "tying arrangements" (requiring customers who buy Product A from one company to also buy Product B from the other company), and other antitrust violations.

Cliff Ennico ([email protected]) is a syndicated columnist, author and former host of the PBS television series "Money Hunt." This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com.