Joint venture disputes

I have assisted a number of clients to resolve their joint venture disputes, and I can assist you to resolve yours.

A joint venture is a business agreement or arrangement in which two or more parties agree to pursue a business venture together, but without intending to enter into a partnership.

Often this is achieved by setting up a new limited company, or agreeing to use an existing company, in which the joint venturers are each to hold shares and are to be entitled to appoint board members. In such arrangements there is often a shareholder agreement which sets out in detail how the joint venture will be conducted. In this situation, in which both sides own shares, when a dispute arises it is more commonly categorised as a shareholder dispute.

Sometimes parties agree to go into a joint venture on the basis that only one of the parties (or that party’s company) will acquire an asset, and both parties will then co-operate in exploiting that asset to their mutual benefit, sharing the profits. Sometimes there is an agreement to the effect that later the non-shareholder will be given shares in the acquiring company.  Such agreements or arrangements are often “written on the back of an envelope” or not written down at all, and tend to be vulnerable to disputes arising as to what was agreed or understood and whether the party who has no formal ownership rights has an entitlement to shares or otherwise to share in the profits and other benefits of the venture.

Often such a party, in reliance on the agreement or understanding, will have stood by and allowed the other party to acquire the asset without competition, may have made a financial contribution at the point of acquisition or later, and/or may have contributed specialist knowledge or their own time to the project.

In such circumstances the usual shareholder remedy of an unfair prejudice petition will not be available to the non-shareholder party. However in many cases other remedies will be available.