Also known as:joint adventures · joint adventurer · joint adventurers · joint venture
Written by attorneys · grounded in primary & secondary sources — see below
A business arrangement in which two or more parties combine their resources and efforts to pursue a specific commercial project for profit. The participants share control, risks, and returns while retaining separate legal identities outside the venture.
Sources & Authorities
How it applies
Common Examples
6
Corporate Authority to Manage Venture
Jacobs Shipping formed a joint adventure with Jennings Forge to develop a new port facility. After incorporation, Jacobs Shipping exercised its statutory power to serve as manager of the joint adventure and directed daily operations on the project site.
Director Insurance Coverage Extended
Jackson Mutual appointed its vice president to serve as an officer of a joint adventure formed with Jung BioTech. The corporation purchased liability insurance covering the officer for claims arising from that service in the joint adventure.
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Uniform Acts
Model Codes
Restatements
Dictionaries
Jeanette Jensen and Jason Jung entered a joint adventure to renovate and operate a commercial building. When the lease came up for renewal, Jason secretly obtained an extension for himself alone. The court held Jason breached his duty of loyalty to the joint adventure.
Julia Jensen and Javier Jimenez lived together and pooled earnings to purchase several properties under an oral agreement to share ownership. Upon separation, Julia claimed an interest in the assets acquired through their joint adventure.
Marvin v. Marvin557 P.2d 106 (Cal. 1976)
Contract Enforcement Between Cohabitants
Jasmine Jordan and James Johnson formed a joint adventure to build a home and raise a family while sharing all income and expenses. After the relationship ended, Jasmine sued to enforce the agreement allocating property acquired during the venture.
Hewitt v. Hewitt394 N.E.2d 1204 (Ill.1979)
RICO Predicate Acts in Business Deal
Two companies formed a joint adventure to import goods and later faced allegations that mail and wire fraud occurred during the venture's operations. The court examined whether the joint adventure activities supplied the required pattern of racketeering.
Sedima, S.P.R.L. v. Imrex Co.473 U.S. 479, 105 S.Ct. 3275, 87 L.Ed.2d 346 (1985)
Common questions
Frequently Asked
4
How does a joint adventure differ from a general partnership?+
A joint adventure is typically formed for a single project or limited purpose rather than an ongoing business. Participants owe fiduciary duties similar to partners but the relationship ends upon completion of the specific undertaking.
Can a corporation participate in a joint adventure?+
Yes. Corporate statutes expressly authorize a corporation to serve as a promoter, partner, member, associate, or manager of a joint adventure. This power allows the corporation to engage in the venture after formation.
Does serving in a joint adventure expose a corporate officer to personal liability?+
The corporation may purchase insurance to protect an officer who serves at its request in a joint adventure. The policy covers liability asserted against the individual in that capacity regardless of whether the corporation itself could indemnify the officer.
Are nonmarital cohabitation agreements treated as joint adventures?+
Courts have sometimes analyzed property claims arising from unmarried couples living together under joint adventure or partnership principles when the parties pooled efforts and earnings pursuant to an agreement.
557 P.2d 106 (Cal. 1976)Property
…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…