Joint venture (Commercial) meaning

Purpose of checklist This checklist aims to set out the types of considerations that must be kept in view-and for which client instructions will be required-when preparing a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For further key points to address when drafting a JVA, see Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist. See also Practice Note: Property Joint Ventures-general issues for a summary of the commercial matters the joint venture parties will need to weigh when establishing a property joint venture (JV). Corporate real estate JVs typically involve collaboration between parties able to source real estate (with one party possibly owning, and contributing to the joint venture company (JVC), the property to be developed), provide substantial capital to the JVC, supply or arrange debt funding (to finance the development) and offer the expertise to develop and/or manage the property. The JVA will document the parties’ agreement on their respective rights in relation to issues such as management...

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...

Rowland v Blades [2021] EWHC 426 (Ch) What are the practical implications of this case? Common intention vs resulting trust The judge concluded the property was not a business venture, albeit there was an investment aspect. It was therefore handled in line with dwelling house/family home authorities. The starting presumption from Stack v Dowden [2007] UKHL 17, [2007] 2 All ER 929—affirmed in Jones v Kernott [2011] UKSC 53, [2012] 1 All ER 1265—that equity tracks the legal title so the parties are beneficial joint tenants in equal proportions, applied. The Privy Council decision in Marr v Collie [2017] UKPC 17 did not dislodge this, as the acquisition arose in a domestic rather than commercial setting. Evidence This ruling underscores the evidential weight of contemporaneous documents, particularly where witness accounts directly conflict. Compensation under the Trusts of Land and Appointment of Trustees Act 1996 (TOLATA 1996) vs occupation rent in equity Here, compensation under TOLATA 1996 is the appropriate remedy. Traditional equitable occupation...

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...

In this issue: Disputes and remedies Repairing obligations and dilapidations Contractual issues Service charges Property disputes in Scotland LexTalk®Property Disputes: a Lexis®Nexis community Additional Property disputes updates Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&As Disputes and remedies Express declaration of trust superseded by subsequent common intention constructive trust (Nilsson v Cynberg) Nilsson v Cynberg [2024] EWHC 2164 (Ch) concerned an appeal brought by trustees in bankruptcy against a ruling that the bankrupt had no beneficial interest in the former family home. The property had been subject to an express declaration of trust naming the couple as joint tenants. At first instance, the court found that this position later changed by way of a common intention constructive trust and/or proprietary estoppel arising at a later point in time, and in particular because of the separation of the bankrupt and his wife and their...

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. ...

With appreciation to other contributors from Squire Patton Boggs offices across its global network. Cross-border JVs There is no single, universal approach to structuring cross-border joint ventures (JVs) (ie where one or more JV participants are based outside the UK and intend to establish a JV outside the UK). The provisions of any contract must ultimately set out the parties’ commercial arrangement. However, many of the legal points highlighted in this and the related Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination may influence the choice of jurisdiction for the JV vehicle, as well as the commercial bargain itself, and should therefore be assessed as early as possible to give the JV the best chance of success. Even if a joint venture agreement (JVA) uses a familiar governing law, such as English law, creating a cross-border JV can produce unexpected and unfamiliar issues. Each issue is covered at a relatively high level, but definitive local legal advice should always be taken...

Funding options When establishing a joint venture (JV), the parties must decide how it will be financed, both at the outset and throughout the life of the arrangement. Although this note focuses on the key funding issues typically arising in corporate JVs, the overarching principles are relevant to all JV structures. The selection of finance methods may turn on: the parties’ commercial aims the comparative resources available to each party whether the parties intend and are able to finance the JV themselves or if external finance will be required, and tax considerations A joint venture company (JVC) is usually financed, initially and on an ongoing basis, by a combination of the following methods: The joint venture agreement (JVA) should specify how the JV’s initial and future funding needs will be met...

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...

Interactions with competitors, negotiations with customers, or collecting market intelligence can carry a significant risk of competition law breaches, and the line between proper and improper contact can be easily crossed. As simply receiving certain information may amount to anti-competitive conduct, you should never discuss confidential strategic matters with competitors or customers. This guide sets out key points for sales and marketing teams to help you recognise competition law issues and respond appropriately 1 Contact with competitors This section sets out straightforward dos and do nots when you are in contact with competitors. Do Leave any meeting where others move into improper discussions, and ensure your exit is recorded. Seek advice from [ insert, eg the legal team ] before discussing with a competitor or entering: joint venture agreements; cooperation agreements, eg R&D, sales, promotions, marketing, etc; shareholder and alliance agreements; agenda, minutes and contacts with trade associations; any contact between competitors relating...

Associations with actual or potential competitors for the purpose of jointly undertaking a particular commercial enterprise or transaction Working with current or prospective rivals to carry out a specific business project or deal is ordinarily lawful when the pro-competitive gains of a joint venture (JV) surpass any anti-competitive drawbacks, provided the overall balance favours competition, if any. Pro-competitive advantages may include pushing technological progress, introducing novel products, services or market entrants, and securing economies of scale, meaning greater capacity with lower transaction costs. This guidance supports colleagues in designing, setting up and running JVs, with a particular emphasis on adhering to competition law by relevant staff members. Before suggesting or entering any JV, you must seek advice from [ insert, eg the legal team ] ...