Joint venture party 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...

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: Adjudication Litigation Arbitration Building safety Procurement in Construction Construction industry news Daily and weekly news alerts New and updated content Construction trackers Adjudication Joint ventures on construction projects—who can adjudicate? (Darchem Engineering v Bouygues Travaux) The TCC declined to summarily enforce an adjudicator’s award in favour of a company that formed one half of an unincorporated joint venture. The JV, not the individual company, had been appointed as sub-contractor under a sub-contract for works at a nuclear facility. The court determined the company alone was not a party to that sub-contract, meaning the adjudicator lacked jurisdiction. The ruling underscores the need to assess carefully the legal ramifications of delivering projects through an unincorporated joint venture. See News Analysis: Joint ventures on construction projects—who can adjudicate? (Darchem Engineering v Bouygues Travaux). Litigation Defence strike out—still leaves a hill to climb in proving the claim in the absence of the defendant and...

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...

Sanrose Investment Ltd v Foley and others; FWJ Legal Ltd (trading as Francis Wilkes & Jones) v Courtman and others [2025] EWHC 1071 (Ch) What are the practical implications of this case for insolvency practitioners? Insolvency office-holders should, as ever, adopt a careful yet proportionate, principled, reasoned and impartial method when adjudicating proofs of debt, and record their rationale through a transparent audit trail. Taking this course should protect them from personal liability for costs even if a creditor (or any other party with standing) successfully contests the decision. What are the practical implications of this case for legal advisers? Legal advisers should press office-holders to use an evidence-led evaluation of claims, particularly where the creditor is connected to the company and/or the facts are uncertain. Office-holders should also be urged to obtain legal advice—and follow it—where issues of law influence the admissibility or the value of the claim. What was the background? The investment and the LLP The dispute arose from a joint...

When considering entry into a joint venture, participants should carefully scrutinise the identity of the other intended parties and the experience and resources they expect to bring to the venture. They are, therefore, likely to want to ensure those parties remain engaged in the joint venture (at least for a pre‑agreed period of time) and to retain controls over to whom they may transfer their shares. The nature of any share transfer constraints adopted will also depend on, among other things, the anticipated duration of the joint venture, how the parties propose to realise their investments, the cash‑flow and fundraising requirements of the parties, and any share transfer restrictions contained in other transaction documents, e.g. financing documents. Restrictions on transfer For these reasons, most joint venture agreements (JVA) (also known as shareholders’ agreements) and/or the articles of association will include a series of restrictions governing the transfer of shares by the joint venture parties...

Subscription and shareholders’ agreement This Practice Note offers guidance for drafters preparing and/or reviewing a subscription and shareholders’ agreement relating to the allotment of shares (and, potentially, loan notes) in a private limited company incorporated in England and Wales by a private equity (or venture capital) fund investor (the investor) within a venture capital (VC) deal, where the structure provides for split exchange and completion, ie conditions must be met before completion of the subscription and shareholders’ agreement. The investment contemplated is into an existing company (the Company), with the current shareholders (typically the business’s founders) keeping the shares they have already been issued in the Company. Set out below are matters to weigh up when drafting and/or reviewing the principal provisions of a subscription and shareholders’ agreement (SSA). Parties The investee company Although the principal parties to the SSA will be the relevant investor and the Company’s founders, the Company will ordinarily be included as a party too, ie the vehicle in which the investor...

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. ...

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 [ insert day and month ] 20[ insert year ]. Parties [ Insert name of first shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (Party A); and [ Insert name of second shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (Party B), each of Party A and Party B being a Party and, together, Party A and Party B are the Parties. Recitals (A) The Parties intend to commence negotiations concerning a proposed joint venture to [ insert purpose of joint venture ] (the Joint Venture). (B) To explore, discuss, assess and negotiate the proposed Joint Venture (the Purpose), the Parties will mutually disclose Information to one another...

Date: [ insert date ] Subject to contract 1 Introduction 1.1 These heads of terms set out the principal terms and conditions on, and subject to, which [ insert name of first shareholder ] (Party A) and [ insert name of second shareholder ] (Party B) are proposing to enter into and establish a joint venture arrangement to [ insert purpose of joint venture ] (the Proposed Joint Venture). Each of Party A and Party B constitutes a party, and together they comprise the parties. 1.2 The provisions contained in this document are not exhaustive and [ , with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12, ] are subject to contract and are not designed or intended to be legally binding upon the parties. Neither party to this document shall be legally bound to progress the Proposed Joint Venture unless and until a formal written joint venture agreement is entered into. 2 The joint venture Party A and Party B wish...