The Joint Venture Fable

Robert Flannigan (Saskatchewan) has an interesting article,  The Joint Venture Fable, 50 Am. J. Legal Hist. 200 (2010)(SSRN).  The article is a survey of, and a commentary on, the development of the concept that “joint ventures” are distinct from partnerships:

It recurrently is assumed that a joint venture is a distinct legal form. That is not a valid assumption. The joint venture claim materialised only aberrantly in the nineteenth century. A remedial distinction within partnership law led to, or was the springboard for, the assertion that the “joint venture” had a legal identity different from every other form of commercial association. That claim was confronted and rejected by most judges and commentators. Others were opposed to equating the joint venture with the partnership, or were hesitant to do so, insisting (or worrying) that there were basic differences. That thin wedge of dissent and hesitation allowed the claim to persist. It did not, however, prosper. Additional arguments offered in justification were easily repelled. Today there remains a stale deadlock between the majority and minority views. The minority claim now appears to be that the joint venture has a legal character that, while largely defined by the law of partnership, differs in certain substantive respects and therefore exists as a distinct form of association. The claim, however, remains fabulous. It is a fabrication or concoction that rightlyhas failed to secure the imprimatur of uniform judicial approbation. There is no historical basis for a distinct law of joint venture.

Id. at 200.

Posted by Gary Rosin

2 Responses to “The Joint Venture Fable”

  1. Doug says:

    Hooray! I am sick of seeing arguments that the joint venture is a distinct form of business organization. Old Texas case law is particularly bad on this point.

  2. grosin says:

    That said, Texas has enshrined the joint operating agreement among owners of mineral interests as a non-partnership. Tex. Bus. Org. Code 152.052(b)(4)

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