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Business Structures in 2007: An eventful year in review — issues for you and your clients to consider

Two cases during 2007 aptly illustrated the need for joint venturers to carefully document their relationship — in particular, whether fiduciary duties apply between the parties as they would in a partnership. The Cleardocs Team at Maddocks

In Farah v Say-Dee, the High Court appeared to assume that fiduciary duties applied to the relationship — despite the parties having agreed that it was a joint venture.

In ASIC v Citigroup, the Victorian Supreme Court confirmed that parties can expressly 'contract out' of fiduciary duties — including in documents such as joint venture agreements.

These cases remind practitioners that they cannot rely on the assumption that fiduciary duties do not apply to joint venturers — even so, express contractual terms can address the issues adequately.

For a more detailed summary of the cases and the differences between partnerships and joint ventures, see our full article here.

 

Lawyer in Profile

Geoff Musgrove
Geoff Musgrove
Partner
PH: 61 3 9258 3530

Geoff Musgrove is a partner in the Maddocks Commercial team.

Geoff's principal areas of practice are:

  • commercial contracts;
  • mergers, acquisitions and disposals;
  • joint ventures;
  • intellectual property and information technology law;
  • corporate law;
  • business restructuring and insolvency; and
  • franchising.

Geoff acts for a wide range of commercial, government, accounting, manufacturing, professional and rural industry clients.