Property joint venture (Property JV) 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...

In this issue: Key developments and horizon scanning Disputes and remedies Easements and covenants Electronic Communications Additional Property Disputes updates LexTalk®Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Key developments and horizon scanning Budget Day 2025 The Government has announced that budget day will be 26 November 2025. See LNB News 03/09/2025 5. Disputes and remedies Upper Tribunal confirms two-stage test for unreasonable behaviour (Coogan v Taheri) The Upper Tribunal (Lands Chamber) (UT) in Coogan v Taheri [2025] UKUT 293 (LC) dismissed an appeal by the tenant appellants against a £70,000 costs order made by the First-tier Tribunal (Property Chamber) (Residential Property) (FTT) under rule 13(1)(b) of the Tribunal Procedure (First-tier Tribunal) (Property Chamber) Rules 2013. The appellants maintained the FTT misapplied the first-stage test for unreasonable behaviour, leading to an incorrect finding that the tenants’ conduct was unreasonable; alternatively, they...

Choosing a structure Unless a single entity promotes a scheme (with or without mortgage finance), many projects proceed by way of a collaborative joint venture arrangement (often known as a ‘JV’). This remains the prevailing approach across numerous property schemes today. This Practice Note sets out the corporate and contractual JV models most frequently used to regulate collaborations between landowners, developers, funder and investors in property development. For additional guidance on choosing an appropriate structure in any particular situation, see Practice Notes: Setting up a joint venture—choice of structure and Property Joint Ventures—choosing the right structure. JV company A JV company is a separate legal person, distinct from its shareholders and directors, who—provided there is proper management and solvency—enjoy limited liability. Shareholder agreements govern the collaborative relationships between the participating shareholders. As a private document, the shareholders’ agreement is not accessible to competitors, creditors or employees...

Structure This Practice Note proceeds on the basis that the funder supplies finance only to the JV (ie a cash loan to be repaid with interest). If, however, the funder wishes to join the JV as a participant, see Practice Note: Property development joint ventures—acting for an investor, which considers a funder’s position when investing. Likewise, where the funder is to forward fund the scheme (often called a ‘forward funding’ or ‘forward sale’), it would typically purchase the property itself and grant the developer a licence to undertake the works. In substance, that is an investment by the funder, with returns realised through lettings or other disposals of the finished scheme. Strictly, it is not a joint venture and may instead be documented contractually via a forward funding agreement or forward sale contract. For more detail, see Precedents: Forward funding agreement and Forward funding agreement between the fund and the developer, part pre-let, design and build procurement, with existing planning permission for a retail park, and guarantor provisions: Encyclopaedia...

ARCHIVED: This archived Practice Note examined in detail how Brexit might affect and influence, in the period immediately before 11pm (GMT) on 31 December 2020 (IP completion day), corporate joint venture transactions, including, without limitation, joint ventures formed before IP completion day by the relevant parties and the drafting implications for joint venture shareholders’ agreements concluded before IP completion day. For guidance on the impact of Brexit on corporate joint venture agreements after IP completion day, refer to the Practice Note titled Brexit—IP completion day impact on joint venture agreements [Archived], for further details. At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union under a ratified Withdrawal Agreement concluded between the UK and the EU. The UK is now treated by the EU as a ‘third country’, that is, a state which is neither an EU Member State nor a member of the European Free Trade Association (EFTA). However, in line with the Withdrawal Agreement, the UK’s relations with the EU...

Company number: [ insert company number ] [ Insert company name ] Limited Record of the board of directors’ meeting (the Meeting) of [ insert full name of company ] Limited (the Company). Venue: [ insert place of meeting ] | Date: [ insert day, month and year of meeting ] | Time: [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies [ [ Insert...

Company number: [ insert company number ] [ Insert company name ] Limited Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) Held at: [ insert place of meeting ] Held on: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] ...