- Court of Appeal analyses joint venture documents (CitizenM LND v Chil)
- Practical implications
- How did the issue of the interplay between the various joint venture documents arise?
- What did the individual JV documents provide for in relation to waiver of sale conditions?
- The SPA
- The LPA
- The SHA
- Why did the trial judge conclude that GP could waive the sale conditions?
- What were the general principles of contract construction relevant in this dispute?
- Why did the Court of Appeal give precedence to the partnership agreement as regards waiver notices?
- Court details
Dispute Resolution analysis: Where parties had established their joint venture (JV) relationship as a limited partnership, with a jointly owned special purpose vehicle as the general partner (GP) through whom the management tasks would be performed, then it was consistent with that structure to conclude that, reading all of the JV transaction documents together, the powers conferred on the GP under the shareholders’ agreement were ministerial powers to implement a decision taken by the active JV parties in conformity with provisions in the partnership agreement—rather than separate standalone powers of the GP.
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