Duhaime's Law Dictionary


Joint Venture Definition:

A legal relationship among individuals or corporations to invest or apply other resources, for some common purpose.

In 1973, Justice Jones of the Nova Scotia Supreme Court wrote, in Central Housing:

"It can be said that a joint adventure contemplates an enterprise jointly undertaken, that is an association of such joint undertakers to carry out a single project for profit; that the profits are to be shared, as well as the losses, though the liability of a joint adventurer for a proportionate part of the losses or expenditures of the joint enterprise may be affected by the terms of the contract."

In International Corona, the Ontario Court of Appeal adopted these words:

"A joint venture (also known as a joint adventure) is in essence a form of partnership ... a commercial or maritime enterprise undertaken by several persons jointly; a limited partnership — not limited in the statutory sense as to liability of the partners but as to its scope and duration.... An association of two or more persons to carry out a single enterprise for profit, for which purpose they combine their property, money, effects, skill and knowledge....
"A special combination of two or more persons where, in some specific adventure, a profit is jointly sought without any actual partnership or corporate designation."

VanDuzer wrote:

"Joint ventures are not a distinct form of business organization, nor a relationship that has any precise legal meaning.

"Functionally, the term joint venture is used to describe a relationship among persons who agree to combine their money, property, knowledge, skills, experience, time, or other resources for some common purpose. Usually joint venturers agree to combine their money, property, knowledge, skills, experience, time, or other resources for some common purpose. Usually the joint venturers agree to share the profits and losses from the venture, and each has some degree of control over it.

"The distinguishing feature of a joint venture is that it is an arrangement set up for a limited time, for a limited purpose, or for both.

"Joint venture is used loosely to refer to all sorts of legal arrangements given effect in corporations and partnerships and in relationships based exclusively on contract."

A classic or traditional form of a joint venture is the partnership.

REFERENCES:

  • Central Mortgage & Housing Corp. v. Graham (1973), 13 N.S.R. (2d) 183, 43 D.L.R. (3d) 686 or 1973 CarswellNS 192 (NSSC)
  • International Corona Resources Ltd. v. LAC Minerals Ltd. 44 DLR 4th 592; also at 28 E.T.R. 245, 46 R.P.R. 109, 23 O.A.C. 263, 62 O.R. (2d) 1, 18 C.P.R. (3d) 263 or 1987 CarswellOnt 655
  • VanDuzer, J.A., The Law of Partnerships and Corporations, 2d ed. (Toronto: Irwin Law, 2003) at 67

 


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