Contractual joint venture meaning

This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows: The tax consequences of contractual joint ventures The tax consequences of establishing a joint venture partnership The tax consequences of operating and terminating a joint venture partnership The tax consequences of establishing a joint venture company The tax consequences of operating and terminating a joint venture company The tax consequences of international joint ventures The transfer pricing and joint ventures The tax influences on choice of joint venture...

This Checklist highlights the principal points to weigh up when entering into, drafting, or reviewing contractual joint venture arrangements. It addresses the legal, regulatory and practical aspects surrounding such arrangements. For background, see Practice Notes: Contractual joint ventures; Drafting a contractual joint venture agreement; and Drafting for particular types of contractual joint venture. Preliminary issues for consideration What is the current position of the parties’ discussions? See Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking needed from one, some or all parties or their affiliates? See Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture; Confidentiality agreement—one-way—pro-discloser; Confidentiality agreement—one-way—pro-recipient; and Confidentiality agreement—mutual. Do the parties intend to reserve a period of exclusive negotiation? See Practice Note: Exclusivity in contract negotiations. Identify any potential roadblocks to the deal (for example, competition issues, regulatory consents or licences) and how to address them. See Practice Notes: Competition law and joint ventures; Analysing horizontal agreements under...

Checklist No dedicated legislation, including tax legislation, governs outsourcing, and the expression has no precise legal definition. Accordingly, each outsourcing arrangement is determined by its own circumstances and will produce a different combination of tax considerations. This Checklist identifies the headline tax points that ought to be assessed in relation to a contractual outsourcing. For the purposes of this Checklist, it is assumed that: the arrangement comprises a direct supply of services by a third-party service provider to a customer both the supplier and the customer are corporate bodies, and both the supplier and the customer are resident in the UK, save for the final section on cross-border tax issues The Checklist is organised into the following three sections: establishing outsourcing arrangements running outsourcing arrangements, and cross-border outsourcing arrangements This Checklist should be read together with the following Practice Notes: Outsourcing—general tax issues, and Outsourcing and VAT ...

In this issue: Key developments and horizon scanning Repairing obligations and dilapidations Residential tenancies Service charges Rent and rates Disputes and remedies Neighbour disputes Enfranchisement and right to manage Contractual issues Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Key developments and horizon scanning The Renters’ Rights Act 2025—SDLT The Renters’ Rights Act 2025 is intended to bring in tenant-favourable reforms, yet recent reporting has stressed that the roll-out of assured periodic tenancies may result in SDLT becoming payable on rent for some tenants in the years ahead. While these SDLT provisions are long-standing, general awareness remains limited. Andrew Kerr and Ella Perrett of Burges Salmon assess the position. See News Analysis: The Renters’ Rights Act 2025–SDLT. Repairing obligations and dilapidations ...

Matière SAS v ABM Precast Solutions Ltd [2025] EWHC 1434 (TCC) What are the practical implications of this case? This judgment emphasises that when parties adopt good faith duties in their agreements, those duties must be expressly delineated, and the parties should engage with them earnestly, acting with openness and honesty. A breach, however, does not of itself found liability without proof of causation. Demonstrating causation, on the balance of probabilities, is central to loss of chance claims. Here, the TCC held that ABM had to establish that Matière caused the lost opportunity on the balance of probabilities and did not succeed—although Matière breached its good faith obligations, its conduct was not the cause of the lost chance. The court also addressed causation where the conduct leading to the breaches extended over a lengthy period. What was the background? The dispute arose from an unsuccessful joint venture tender for sub-contract works on the Green Tunnels Project, a component of the HS2 rail project, where EKJV was...

KGLNG E&P Pty Ltd v Santos Toga Pty Ltd [2025] QCA 114 What are the practical implications of this case? This ruling clarifies that where commercial counterparties peg a payment duty to an obligation in another contract that contains an arbitration clause, they are taken to accept the result of any arbitral determination of that obligation—particularly where the third party had notice of the arbitration agreement. It endorses prevailing market use of ‘back-to-back’ drafting in complex project structures, and places the burden of any miscalculation, or even a mistaken award, on the party that chooses to mirror the payer’s actual liability. For contractors, joint venture participants, and financiers with liabilities tied to third-party arrangements, the decision shows that tethering payment liability to another contract’s provisions can import that contract’s dispute resolution outcomes, including arbitration awards even if wrong...

Quick view This Practice Note explores whether an employee can be engaged by two or more employers for the same role at the same time—joint employment (also termed dual employment or multiple employment). It examines the general assumption, the issue of vicarious liability, and the position of agency workers, office-holders and teachers. It also considers the setting of collective bargaining, the effect of TUPE 2006, and tax questions that may arise. Finally, it reviews the factors relevant to written contracts that involve multiple employers. Joint employment is typically discussed in relation to vicarious liability, for instance negligence (see: Vicarious liability, below). Regarding an individual’s employment rights, it appears reasonably clear that the prevailing presumption—that an employee cannot have more than one employer for the same work at the same time—can be displaced in these situations: where the person has two roles with separate employers and the roles are compatible; and where two or more employers act together within a partnership or joint venture ...

This Practice Note highlights specific issues to bear in mind when preparing common forms of contractual joint venture arrangements. For broader guidance, refer to Practice Note: Drafting a contractual joint venture agreement. Consortium bids Parties' obligations The primary duty of every participant is to deliver a comprehensive, fully costed proposal for its allocated element of the project by the stated date, aligning with the third-party client’s requirements or the standards set out in the bid agreement. The parties typically also commit to lodging the overall bid by an agreed deadline, and to doing so within the timeframe stipulated. Clients often seek clarification on aspects of the submission, so each consortium member is commonly bound to furnish whatever additional information the client requests, as required during the bidding phase. It is also not uncommon, while tendering is under way, for the client to adjust the project specifications, which in turn may call for revisions to the original submission so that the submission reflects the new requirements. ...

Board composition In 50:50 joint ventures, the joint venture agreement (JVA) commonly grants each party the right to nominate the same number of directors to the board of the joint venture company (JVC). The parties may alternatively rotate the appointment of the chair for a defined term (eg an annual rotation), and the chair will ordinarily have no casting vote. As a result, control of the JVC’s board is shared, and neither side can unilaterally set the joint venture’s course. That shared control can, however, produce deadlock if the parties cannot reach consensus. For guidance on deadlock scenarios and potential solutions, see Practice Notes: Deadlock in corporate joint ventures and Deadlock—fundamentals. Where a joint venture involves a minority shareholder (ie a shareholder, or several shareholders, each holding under 50 per cent of the JVC’s issued share capital) alongside a majority shareholder, the majority will generally be entitled to appoint more directors to the JVC’s board than the minority and/or to appoint a chair. In such a structure, both parties...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

This Agreement is entered into on [ date ] Parties [ Insert name of party ], being [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ], and whose registered office is at [ insert address ] ] (Party A); [ Insert name of party ], being [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ], and whose registered office is at [ insert address ] ] (Party B). Each of Party A and Party B is a party, and together Party A and Party B constitute the parties. Background Party A is [ insert details ], whilst Party B is [ insert details ]. The parties intend to commence negotiations in relation to the Joint Venture. Each party intends to disclose Confidential Information to the other, to be used strictly for the Purpose. The parties...