American Journal of Legal History, Vol. 50, p. 200, 2010
23 Pages Posted: 11 May 2010
Date Written: June 2009
It recurrently is assumed that a joint venture is a distinct legal form. That is not a valid assumption. The joint venture claim materialized 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 rightly has failed to secure the imprimatur of uniform judicial approbation. There is no historical basis for a distinct law of joint venture.
Keywords: joint venture, status, history, entity, single transaction, partnership, contract, agency, syndicate, strategic alliance
Suggested Citation: Suggested Citation
Flannigan, Robert, The Joint Venture Fable (June 2009). American Journal of Legal History, Vol. 50, p. 200, 2010. Available at SSRN: https://ssrn.com/abstract=1604084