Joint ventures for construction lawyers

Choosing the joint venture vehicle

Parties wishing to enter into a joint venture may:

  1. establish a separate limited company of which each party is a shareholder (a corporate joint venture)

  2. establish a legal entity other than a company (eg a limited liability partnership or European Economic Interest Grouping)

  3. establish a partnership or limited partnership

  4. set out all the details of their joint venture relationship in a contract (a contractual or commercial joint venture)

The choice of joint venture vehicle will depend on the individual circumstances of the parties. See Practice Note: Setting up a joint venture—choice of structure.

Preliminary considerations

Once the parties have decided to use a limited company for their joint

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One arbitration, two courts, multiple injunctions (MSA Global LLC (Oman) v Engineering Projects (India) Ltd)

Arbitration analysis: This dispute is a rare case of two competing court interventions in relation to an arbitration. A non-seat court in Delhi decided to exercise certain supervisory functions by issuing an anti-arbitration injunction. The seat court in Singapore disagreed that the non-seat court had the jurisdiction to do so, and also issued an anti-suit injunction. EPIL (the contractor) sought to set aside a Singapore-seated partial award in the Singapore High Court. The Singapore High Court (as the seat court) dismissed EPIL’s setting aside application, and its attempt to introduce apparent bias of an arbitrator as an additional ground for setting aside. While EPIL brought another challenge application against the same arbitrator in Singapore, it has commenced proceedings in the Delhi Court also to challenge the arbitrator, and to enjoin the counterparty (MSA, the sub-contractor) from continuing with the Arbitration. The Singapore Court first granted an interim anti-suit injunction for the Delhi Proceedings. But the Delhi Proceedings carried on, and led to an interim anti-arbitration injunction by the Delhi Proceedings. The Singapore Court in its judgment granted a permanent anti-suit injunction against EPIL in relation to the Delhi Proceedings, finding also that the Delhi Court had no power to intervene in the Arbitration. Written by Violet Huang, counsel at Colin Seow Chambers.

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