AMUNDSON, Retired Justice.
[¶ 1.] A.P. & Sons Construction (A.P. & Sons) brought an action seeking to hold Earle Johnson, Jr. (Johnson) and Robert Bauman d/b/a Satco Homes Inc., (Bauman), personally liable for labor and materials provided in the development of West-view Addition. The trial court found Johnson was not personally hable. A.P. <& Sons appeal. We affirm.
FACTS
[¶ 2.] Earle D. Johnson, Jr. owned forty (40) acres of land in Watertown, SD. Bauman worked in the construction business. Robert Bauman married Johnson’s niece. Bauman approached Johnson and expressed his desire to develop Johnson’s property. Bauman offered to develop the land with the intention that he would be able to build houses on the lots that were sold. Although Bauman would receive no profit from the sale of the lots, he would profit from building houses. Bauman suggested that he thought Johnson’s parents would have wanted the land to be developed. After considerable thought, Johnson agreed to Bauman’s proposal to develop the land. It was agreed that because Johnson knew nothing about developing land and spent part of the year in Mexico, that Bauman would do the ground work on the project. Bauman would hire the engineers and contractors necessary to complete the project. It was Johnson’s under[294]*294standing that Bauman would coordinate the development aspect of the project.
[¶ 3.] In order to finance the development, Bauman obtained a loan from F & M Bank (Bank). Since Johnson owned the land to be developed, Johnson was required by the Bank to secure Bauman’s loan. Johnson mortgaged his land to the Bank and personally guaranteed the loan. Johnson made no other guarantees to any other party involved in the development of the land.
[¶ 4.] After obtaining the loan, Bauman contacted Ardell Aason (Aason). Bauman advised Aason of the plans to develop the Johnson land, known as Westview Addition. Aason was hired to survey and plat the land. Aason informed Bauman of the many obstacles to overcome in developing the land owned by Johnson. Aason suggested other sites that would be more suitable for development. Although Bau-man looked at some of the sites, he ultimately came back to the Johnson land.
[¶ 5.] At the outset, only the Johnson land was included in the development. Bauman approached Johnson and asked him to purchase another tract of land known as the DeVille tract. Johnson indicated that he was not interested in purchasing the land stating that he had all the land he wanted. Subsequently, Bau-man decided to purchase the DeVille tract himself, and did so using funds from the development loan. Bauman included the DeVille tract in the development plans without Johnson’s approval. Subsequently, the City of Watertown approved the plat of Westview Addition, included within was the DeVille property.
[¶ 6.] Bauman contracted with A.P. & Sons to dig trenches and install sanitary and storm sewers with water and services for twenty-eight hookups for lots in the Westview development. Johnson entered into no contracts with the contractors involved in the development. Bauman defaulted in payment for the materials and services provided by A.P. & Sons and the other contractors.
[¶ 7.] A.P. & Sons commenced an action to foreclose its mechanic’s lien. A.P. & Sons’ mechanic’s lien was found to be inferior to the Bank Mortgage. The trial court ordered a sale of the property and a sheriffs sale was held. The Bank purchased the land for the balance owing. Thus, A.P. & Sons received no funds to satisfy their liens for the materials and labor supplied.
[¶ 8.] A.P. & Sons sued Bauman and Johnson claiming they were personally ha-ble. The trial court ruled Johnson was not personally liable. A.P. & Sons appeal the following issue:
Whether the trial court erred in finding the property owner, Johnson, not personally liable for the labor and materials furnished in the development of the Westview Addition.
STANDARD OF REVIEW
[¶ 9.] This Court reviews the findings of a trial court under a clearly erroneous standard. Kokesh v. Running, 2002 SD 126, ¶ 10, 652 N.W.2d 790, 793; New Era Mining Co. v. Dakota Placers, Inc., 1999 SD 153, ¶ 7, 603 N.W.2d 202, 204 (citations omitted).
Clear error is shown only when, after a review of all the evidence, we are left with a definite and firm conviction that a mistake has been made. Id The trial court’s findings of fact are presumed correct and we defer to those findings unless the evidence clearly preponderates against them. Lewis v. Moorhead, 522 N.W.2d 1, 3 (S.D.1994)(citing Cuka v. Jamesville Hutterian Mut. Soc., 294 N.W.2d 419, 421 (S.D.1980)). Conclusions of law are reviewed under a de. [295]*295novo standard, giving no deference to the circuit court’s conclusions of law. Sherbum v. Patterson Farms, Inc., 1999 SD 47, ¶ 4, 593 N.W.2d 414, 416 (citing City of Colton v. Schwebach, 1997 SD 4, ¶ 8, 557 N.W.2d 769, 771).
Id. (internal quotes omitted).
[¶ 10.] We will not seek reasons to reverse the trial court.
It is well settled in this jurisdiction that a trial court’s findings of fact and decision are presumed correct and we will not seek reasons to reverse. Insurance Agents, Inc. v. Zimmerman, 381 N.W.2d 218 (S.D.1986); Northern Hills Sanitation v. Board of Com’rs, 272 N.W.2d 835 (S.D.1978). In action tried to court without jury, this court will not disturb findings unless evidence clearly preponderates against them. Gross v. Conn. Mut. Life Ins. Co., 361 N.W.2d 259 (S.D.1985) (citing Young v. Huffman, 77 S.D. 254, 90 N.W.2d 401 (1958)); see also City of Huron v. Jelgerhuis, 77 S.D. 600, 97 N.W.2d 314 (1959).
City of Winner v. Bechtold Investments, Inc., 488 N.W.2d 416, 418 (S.D.1992).
DECISION
[¶ 11.] This Court has held that “under ordinary circumstances, a property owner will not be held personally liable for work or materials furnished by a subcontractor to a contractor according to a contract between the contractor and subcontractor, where the property owner is not a party to the contract.” Sherman v. Meyer, 312 N.W.2d 373, 374 (S.D.1981). A.P. & Sons, in an attempt to circumvent this premise, has alleged that a partnership or a joint venture existed between Bauman and Johnson or in the alternative that there was an agency relationship. A.P. & Sons claim the trial court erred in not holding Johnson personally liable for the services and materials provided for in the development of Westview Addition because of the alleged special relationship between Bauman and Johnson.
[¶ 12.] The trial court found no facts supporting A.P. & Sons’ proposition that a partnership or joint venture existed between Bauman and Johnson.
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AMUNDSON, Retired Justice.
[¶ 1.] A.P. & Sons Construction (A.P. & Sons) brought an action seeking to hold Earle Johnson, Jr. (Johnson) and Robert Bauman d/b/a Satco Homes Inc., (Bauman), personally liable for labor and materials provided in the development of West-view Addition. The trial court found Johnson was not personally hable. A.P. <& Sons appeal. We affirm.
FACTS
[¶ 2.] Earle D. Johnson, Jr. owned forty (40) acres of land in Watertown, SD. Bauman worked in the construction business. Robert Bauman married Johnson’s niece. Bauman approached Johnson and expressed his desire to develop Johnson’s property. Bauman offered to develop the land with the intention that he would be able to build houses on the lots that were sold. Although Bauman would receive no profit from the sale of the lots, he would profit from building houses. Bauman suggested that he thought Johnson’s parents would have wanted the land to be developed. After considerable thought, Johnson agreed to Bauman’s proposal to develop the land. It was agreed that because Johnson knew nothing about developing land and spent part of the year in Mexico, that Bauman would do the ground work on the project. Bauman would hire the engineers and contractors necessary to complete the project. It was Johnson’s under[294]*294standing that Bauman would coordinate the development aspect of the project.
[¶ 3.] In order to finance the development, Bauman obtained a loan from F & M Bank (Bank). Since Johnson owned the land to be developed, Johnson was required by the Bank to secure Bauman’s loan. Johnson mortgaged his land to the Bank and personally guaranteed the loan. Johnson made no other guarantees to any other party involved in the development of the land.
[¶ 4.] After obtaining the loan, Bauman contacted Ardell Aason (Aason). Bauman advised Aason of the plans to develop the Johnson land, known as Westview Addition. Aason was hired to survey and plat the land. Aason informed Bauman of the many obstacles to overcome in developing the land owned by Johnson. Aason suggested other sites that would be more suitable for development. Although Bau-man looked at some of the sites, he ultimately came back to the Johnson land.
[¶ 5.] At the outset, only the Johnson land was included in the development. Bauman approached Johnson and asked him to purchase another tract of land known as the DeVille tract. Johnson indicated that he was not interested in purchasing the land stating that he had all the land he wanted. Subsequently, Bau-man decided to purchase the DeVille tract himself, and did so using funds from the development loan. Bauman included the DeVille tract in the development plans without Johnson’s approval. Subsequently, the City of Watertown approved the plat of Westview Addition, included within was the DeVille property.
[¶ 6.] Bauman contracted with A.P. & Sons to dig trenches and install sanitary and storm sewers with water and services for twenty-eight hookups for lots in the Westview development. Johnson entered into no contracts with the contractors involved in the development. Bauman defaulted in payment for the materials and services provided by A.P. & Sons and the other contractors.
[¶ 7.] A.P. & Sons commenced an action to foreclose its mechanic’s lien. A.P. & Sons’ mechanic’s lien was found to be inferior to the Bank Mortgage. The trial court ordered a sale of the property and a sheriffs sale was held. The Bank purchased the land for the balance owing. Thus, A.P. & Sons received no funds to satisfy their liens for the materials and labor supplied.
[¶ 8.] A.P. & Sons sued Bauman and Johnson claiming they were personally ha-ble. The trial court ruled Johnson was not personally liable. A.P. & Sons appeal the following issue:
Whether the trial court erred in finding the property owner, Johnson, not personally liable for the labor and materials furnished in the development of the Westview Addition.
STANDARD OF REVIEW
[¶ 9.] This Court reviews the findings of a trial court under a clearly erroneous standard. Kokesh v. Running, 2002 SD 126, ¶ 10, 652 N.W.2d 790, 793; New Era Mining Co. v. Dakota Placers, Inc., 1999 SD 153, ¶ 7, 603 N.W.2d 202, 204 (citations omitted).
Clear error is shown only when, after a review of all the evidence, we are left with a definite and firm conviction that a mistake has been made. Id The trial court’s findings of fact are presumed correct and we defer to those findings unless the evidence clearly preponderates against them. Lewis v. Moorhead, 522 N.W.2d 1, 3 (S.D.1994)(citing Cuka v. Jamesville Hutterian Mut. Soc., 294 N.W.2d 419, 421 (S.D.1980)). Conclusions of law are reviewed under a de. [295]*295novo standard, giving no deference to the circuit court’s conclusions of law. Sherbum v. Patterson Farms, Inc., 1999 SD 47, ¶ 4, 593 N.W.2d 414, 416 (citing City of Colton v. Schwebach, 1997 SD 4, ¶ 8, 557 N.W.2d 769, 771).
Id. (internal quotes omitted).
[¶ 10.] We will not seek reasons to reverse the trial court.
It is well settled in this jurisdiction that a trial court’s findings of fact and decision are presumed correct and we will not seek reasons to reverse. Insurance Agents, Inc. v. Zimmerman, 381 N.W.2d 218 (S.D.1986); Northern Hills Sanitation v. Board of Com’rs, 272 N.W.2d 835 (S.D.1978). In action tried to court without jury, this court will not disturb findings unless evidence clearly preponderates against them. Gross v. Conn. Mut. Life Ins. Co., 361 N.W.2d 259 (S.D.1985) (citing Young v. Huffman, 77 S.D. 254, 90 N.W.2d 401 (1958)); see also City of Huron v. Jelgerhuis, 77 S.D. 600, 97 N.W.2d 314 (1959).
City of Winner v. Bechtold Investments, Inc., 488 N.W.2d 416, 418 (S.D.1992).
DECISION
[¶ 11.] This Court has held that “under ordinary circumstances, a property owner will not be held personally liable for work or materials furnished by a subcontractor to a contractor according to a contract between the contractor and subcontractor, where the property owner is not a party to the contract.” Sherman v. Meyer, 312 N.W.2d 373, 374 (S.D.1981). A.P. & Sons, in an attempt to circumvent this premise, has alleged that a partnership or a joint venture existed between Bauman and Johnson or in the alternative that there was an agency relationship. A.P. & Sons claim the trial court erred in not holding Johnson personally liable for the services and materials provided for in the development of Westview Addition because of the alleged special relationship between Bauman and Johnson.
[¶ 12.] The trial court found no facts supporting A.P. & Sons’ proposition that a partnership or joint venture existed between Bauman and Johnson. A partnership is defined as “an association of two or more persons to carry on as co-owners a business for profit.” SDCL 48-1-2. This Court has held, “there is no arbitrary test for determining the existence of a partnership, each case must be governed by its own peculiar facts and the existence of the relationship is a question for the trier of fact except in a case where the evidence is conclusive.” Insurance Agents v. Zimmerman, 381 N.W.2d 218, 220 (S.D.1986) (quoting Munce v. Munce, 77 S.D. 594, 96 N.W.2d 661, 663 (S.D.1959)).
[¶ 13.] A joint venture is a less formal partnership. Stallings v. Owens, 2002 SD 63, ¶ 10, 646 N.W.2d 272, 277. Generally, a joint venture is entered into for a more limited business purpose and for a more limited time. Id. Recently, this Court set forth six elements necessary to establish a joint venture:
(1) an intent to enter into a joint venture;
(2) an agreement, express or implied, among members of a group; and
(3) a common purpose to be carried out by the group;
(4) a joint pecuniary interest in that purpose;
(5) an equal right to a voice in the direction and control of the group; and
(6) a right to share in the profits and a duty to share in any losses.
Id. at ¶ 11, 646 N.W.2d at 278 (quoting Weins v. Sporleder, 1997 SD 111, ¶ 44, 569 N.W.2d 16, 28). This Court has held that all six elements must be met in order to [296]*296establish a joint venture. Ethan Dairy Products v. Austin, 448 N.W.2d 226, 228 (S.D.1989).
[¶ 14.] The relationship between Johnson and Bauman cannot be classified as a partnership or a joint venture. Johnson and Bauman entered into an agreement involving land owned by Johnson. Johnson agreed to allow Bauman to develop the land. Although the parties agreed that the land was to be developed, the motivation of Johnson was clearly different from that of Bauman. Johnson’s motivation for developing the land was not only to sell the lots for profit, but also to fulfill his parent’s wishes. Bauman, on the other hand, wanted the land developed so he could profit by building houses on the lots. It is apparent there was no common purpose being carried out by Johnson and Bauman.
[¶ 15.] It is clear from the transactions entered into by Bauman that Johnson did not have an equal right to control the direction in which the development was going. Johnson specifically stated he did not want to purchase the DeVille tract of land. After Johnson’s refusal to purchase the DeVille tract, there was no discussion of Bauman purchasing the DeVille tract for the purpose of including it in the development. In fact, there was no discussion about adding it to the development project in general, regardless of who owned the land. It was Bauman who decided to purchase the land and add it to the development. Even after the purchase there was no discussion of how the DeVille tract would factor into the development of Johnson’s land. It is evident that the purchase of the DeVille tract was for the sole benefit of Bauman. Although there was no discussion between Bauman and Johnson concerning sale of lots from the DeVille tract it can be inferred that as the owner, Bauman would have received the profits from any sale of the land. Johnson had no control in the direction the development was taking.
[¶ 16.] Furthermore, the record clearly shows there was no equal right to control. All contracts were negotiated by Bauman. Johnson had no say in who was hired or contracted. Contractors submitted their bids to Bauman. Bauman hired the contractors and all correspondence concerning the project was through Bauman. Johnson had no supervisory role involving the contractors working on the project. Johnson resided in Mexico during the time the project was moving forward.
[¶ 17.] A.P. & Sons claim that Johnson signed a number of documents, including the plat, a proprietor’s certificate, and a letter of assurance, evidencing a joint venture. However, Bauman was calling the shots. The documents were not for Johnson to look over and approve. The documents were sent for Johnson to sign so Bauman could move forward with his project. This was merely routine paperwork that had to be completed by the property owner. This does not equal joint venture.
[¶ 18.] We have said, “[c]ourts should be cautious in characterizing the nature of a business relationship without first carefully examining the usage and practice peculiar to the commercial enterprise in question.” Ethan Dairy Products, 448 N.W.2d at 228. It is not unusual that a property owner hire someone to develop their land. Landowners are not developers. No where is it written that when one develops another’s land a joint venture exists.
[¶ 19.] There was no sharing of profits. It is true both Johnson and Bau-man would have received a pecuniary benefit, however, such was not a joint pecuni[297]*297ary interest.
[¶ 20.] The evidence supports the finding that no partnership or joint venture existed between Bauman and Johnson.
[¶ 21.] In the alternative A.P. & Sons alleges that Bauman was an agent for Johnson. This argument also fails. “Existence of an agency relationship is a fact specific issue.” Action Mechanical, Inc. v. Deadwood Histone Preservation Comm’n, 2002 SD 121, ¶ 35, 652 N.W.2d 742.
[¶ 22.] There are two types of agency, actual and ostensible. Actual agency exists when a principal and agent expressly agree to enter into an agency relationship. Dahl v. Sittner, 429 N.W.2d 458, 462 (S.D.1988). Ostensible agency is created when a principal by his conduct or lack of ordinary care causes a third party to believe another is acting as his agent. Id. “Whether an agency relationship has in fact been created depends upon the relations of the parties as they exist under their agreement or acts.” Id.
[¶ 23.] A.P. & Sons assert that an actual agency existed between Bauman and Johnson. In Kasselder v. Kapperman, this Court set forth factual elements necessary to establish an agency relationship including: (1) manifestation by the principal that the agent shall act for him, (2) the agent’s acceptance of the undertaking, and (3) the understanding of the parties that the principal is to be in control of the undertaking. 316 N.W.2d 628, 630 (S.D. 1982). The evidence indicates there was no agency relationship. There was no [298]*298agreement that Bauman was taking on the role of an agent. Johnson allowed Bau-man to develop the land. Johnson gave no indication to Bauman or other third parties that Bauman was acting on his behalf. Johnson in no way assumed the role of a principal. Bauman was in control of this development. It was Bauman who approached Johnson and persuaded him into developing the land. Bauman was not receiving any compensation from Johnson to develop the land. It was Bauman’s desire to develop the land in order to profit from houses he built on the lots. Furthermore, Bauman purchased the DeVille tract of land despite Johnson voicing his dissent. Johnson merely agreed to development. There was no showing of a relationship in this development that showed Bauman was acting as Johnson’s agent.
[¶ 24.] The judgment is affirmed.
[¶ 25.] GILBERTSON, Chief Justice, and KONENKAMP and ZINTER, Justices, concur.
[¶ 26.] SABERS, Justice, dissents.
[¶ 27.] MEIERHENRY, Justice, not having been a member of the Court at the time this action was submitted to the Court, did not participate.
The dissent argues that Bauman and Johnson had equal interests in the development project. The dissent notes that Johnson and Bau-man had the right to share in the profits of the joint venture. There is no authority which requires the finding of a joint venture if two parties enter into a development project where proceeds will be divided. In Colorado Performance Corporation v. Mariposa Associates, the Colorado Court of Appeals stated, "[Ajthough two or more parties may associate together in a venture, each anticipating an individual profit to himself, no partnership is thereby created because the 'chief characteristic of a joint adventure is a joint and not a several profit.' " 754 P.2d 401, 406 (Colo.Ct. App.1987). See also Dority v. Driesel, 75 Or. App. 180, 706 P.2d 995, 998 (Or.Ct.App.l985)(review denied) (holding "[t]he fact that parties act in concert to achieve some economic objective, while relevant to the inquiry, is not enough to create a joint venture.”) From the sale of the lots Johnson was to receive 25% and the remain-
ing 75% was to be applied to the development loan. The dissent argues that the 75% applied to the development loan should be considered Bauman’s share of the profits, however, the agreement was that the remaining 75% would be applied to the development loan, which the dissent points out, was secured by Johnson. After the development loan was paid in full, Johnson would receive 100% of the lot price. No money made from the sale of lots was going to end up in Bauman's pocket. The only profit Bauman would receive was from the sale of the homes he built.
The chief characteristic of a joint adventure is a joint and not several profit. Profits which are severally earned, the parties merely having dealt with the same subject matter, but not for and on behalf of each other, do not meet this requirements of the existence of a joint adventure.
Dority, 706 P.2d at 998. It is clear the profits were not to be shared jointly. Both Johnson and Bauman anticipated to profit independently of the other.