Also known as: joint ventures · JV
Written by attorneys · grounded in primary & secondary sources — see below
An association of two or more persons formed to carry out a single business undertaking or transaction for profit. The participants combine their property, money, efforts, skill, and knowledge under an agreement that typically requires shared control and profit sharing.
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Jensen Farms seeks to expand its operations by building a new processing facility. Its board authorizes an officer to serve as a manager of a joint venture with Jiang Textiles to complete the project. The corporation thereby exercises its statutory power to participate in the venture through its designated representative.
Jimenez Motors appoints one of its directors to serve as an officer of a joint venture formed with Jarvis Aviation to develop a new engine prototype. The corporation purchases insurance that protects the director against liability arising from that service in the joint venture.
Salmon and Meinhard formed a joint venture to lease and renovate a hotel building. Salmon later obtained a new lease on an adjoining property without informing Meinhard. The court held that Salmon owed Meinhard a fiduciary duty to disclose the opportunity because it arose from their joint venture relationship.
Marvin and her partner lived together for several years and acquired property while pooling their resources for a shared enterprise. After separation Marvin sued to enforce an agreement that the property would be divided equally. The court treated their arrangement as a joint venture that could support recovery under contract or equitable principles.
Hewitt and her partner accumulated property during a long nonmarital relationship. Hewitt sought an accounting and division of the assets on the theory that their conduct demonstrated an implied joint venture. The court examined whether the parties' actions established such an arrangement supporting equitable relief.
Two developers formed a joint venture to acquire and improve a commercial site. One venturer later pursued an adjacent parcel for the same project without disclosure. The court imposed fiduciary duties arising from the joint venture and required an accounting of profits.
Courts require an agreement to pursue a common business purpose, a right of each participant to direct and control the enterprise, and an agreement to share profits and losses. The arrangement must be limited to a single undertaking or a few related transactions rather than an ongoing business.
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A joint venture is limited in scope and duration to a single project or a few related transactions, whereas a general partnership contemplates carrying on a business of indefinite duration. Partnership law nevertheless supplies the rules governing the participants' rights and liabilities in a joint venture.
…into the conduct of the parties to determine whether that conduct demonstrates an implied contract, agreement of partnership or joint venture, or some other tacit understanding between the parties. The courts may also employ the doctrine of quantum meruit, or equitable remedies such as constructive or resulting trusts, when…
…as to execution of the lease, was in course of treaty with Meinhard, the plaintiff, for the necessary funds. The result was a joint venture with terms embodied in a writing. Meinhard was to pay to Salmon half of the moneys requisite to reconstruct, alter, manage and operate the property. Salmon was to pay to Meinhard 40 per…
…were employed by Consorcio, a Peruvian consortium, and were working on a pipeline in Peru. Consorcio is the alter ego of a joint venture
…into the conduct of the parties to determine whether that conduct demonstrates an implied contract, agreement of partnership or joint venture
…did nothing to disassociate himself from Gary Tison and Greenawalt, but instead used the victims' car to continue on the joint venture
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Yes. A corporation may act as a promoter, partner, member, or manager of a joint venture under its statutory powers. Officers or directors who serve in the venture at the corporation's request may also receive indemnification or insurance protection for liabilities arising from that service.
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Yes. Each participant is jointly and severally liable for torts committed by co-venturers in furtherance of the venture, just as partners are liable for partnership torts. The same principles of agency and control that govern partnership liability apply.
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Yes. Courts may infer a joint venture from the parties' conduct when they combine resources for a common profit-making purpose and exercise shared control, even without a written agreement. Evidence of profit sharing and mutual decision-making supports the inference.
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