Joint Ventures

JOINT VENTURES

Nature of “joint venture” – see cases referred to in Brian Pty Ltd v United Dominions [1983] 1 NSWLR  490 and High Court (1985) 59 ALJR 67; (1985) 157 CLR 1

Contractual obligations and fiduciary duties – joint venture agreement – Kelly v Bell Commodities (1989) 18 NSWLR 248

Whether arising where parties informally contribute skills for several benefit: Cummings v Lewis (1991) 41 FCR 559

Obligation to make full and accurate disclosure – breach by misrepresentation and withholding of information – joint venture later succeeds – whether entitlement to damages – measure of damages: Biala Pty Ltd v. Malina Holdings Ltd 11 ACSR 785; and on appeal 15 ACSR 1

Formation of joint venture – implied terms – written documents replacing implied agreement – fiduciary duties: Vroon BV v Fosters Brewing Group (1994) 2 VR 32

Breakdown of joint venture – Joint venture conducted by three persons through their corporate entities through unit trust – Diversion from trust money and business opportunity – Breach of fiduciary duty: Llewellyn v Derrick [1999] VSC 353

Commercial joint venture – whether fiduciary duties arise from terms of commercial contract – whether joint venture analogous to partnership and giving rise to reciprocal duties of the kind which exist between partners – whether defences of acquiescence, laches or estoppel available: Hadid v Lenfest Communications Inc [1999] FCA 1798

Joint ventures – appeal from trial judge’s decision dismissing complaint of breach of fiduciary duty – appellant and respondent entered into joint venture to purchase and redevelop site: Say-Dee Pty Ltd v Farah Constructions Pty Ltd  [2005] NSWCA 309

Whether joint venture agreement concluded – whether fiduciary duties owed – appeal against primary judge’s decision dismissing appellant’s claim for damages for breach of fiduciary duty by joint venturers – first respondent and third appellant discussed possibility of establishing motor racing team Gibson Motorsport Merchandise Pty Ltd v Forbes [2006] FCAFC 44

Joint ventures -no formal contract – constructive trust – application for declaration defendant held half of subject land on constructive trust for plaintiff  -plaintiff claimed parties agreed for defendant to finance and purchase land and plaintiff to undertake building work at no cost to defendant and parties each entitled to 50% of profits on sale: Esber v Massih [2006] NSWSC 321

Fraud and power – appeal against decision of New South Wales Supreme Court (NSWSC) regarding joint venture – respondent joint venturers claimed appellant majority of joint venture company breached fiduciary duties regarding development of land: King Network Group Pty Ltd v Club of the Clubs Pty Ltd [2008] NSWCA 344

Plaintiffs made claim for account in common form in relation to alleged joint venture in land development – developers resisted claim on basis no relationship existed between them – alternatively defendants claimed that that if there were a joint venture they had already given an account to plaintiffs by provision of balance sheets and profit and loss statements – held: joint venture made between natural persons who were parties to proceedings, not their companies – Court did not uphold defendant’s defences that accounts had already been provided, their limitation defence, or other discretionary arguments – defendants ordered to provide joint venture accounts to plaintiffs – account in common form ordered:  Russo v Russo [2015] NSWSC 17