Academic

Flannigan on Joint Ventures as a Distinct Legal Form

By Lawrence Solum

Robert Flannigan (University of Saskatchewan) has posted The Joint Venture Fable (American Journal of Legal History, Vol. 50, p. 200, 2010) on SSRN. Here is the abstract:

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.

Full post as published by Legal Theory Blog on May 12, 2010 (boomark / email).