Majority-minority joint venture dispute—a practical illustration
Produced in partnership with John Gilbert of K&L Gates LLP
Majority-minority joint venture dispute—a practical illustration

The following Dispute Resolution guidance note Produced in partnership with John Gilbert of K&L Gates LLP provides comprehensive and up to date legal information covering:

  • Majority-minority joint venture dispute—a practical illustration
  • Joint venture company disputes—initial considerations
  • Joint venture company disputes—pre-litigation considerations
  • Joint venture company disputes—illustrations and actions

This Practice Note identifies the key factors that you should consider when advising a client where an issue or potential dispute has arisen in the operation of a joint venture. In this case the joint venture (JV) relationship has been established by the creation of a private limited company, the joint venture company (JVC). For the specific majority-minority JVC context to this guidance, see below.

This Practice Note should be read alongside Practice Note: Corporate joint venture dispute—dealing with deadlock: initial considerations.

For general guidance on responding to a threatened dispute in a JV context, see Practice Note: Joint venture disputes—how to respond.

Joint venture company disputes—initial considerations

Whatever structure is used to establish the JV relationship, central to the relationship is the joint venture agreement (JVA) which sets out the JV parties' obligations to one another and which they can enforce as against each other. This is a contractual document and, as such, interpreting its provisions requires application of the general rules of contract interpretation, on which see our subtopic: Contract interpretation—overview.

The usual claims that can arise and be pursued in other types of commercial contract generally apply equally to JVAs, such as:

  1. general breach of contract

  2. actionable misrepresentation

Some of the available remedies may be prescribed for within the JVA itself, such as when a breach gives rise to compulsory transfer