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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

Leigh Baring
Leigh Baring
Partner
PH: 61 3 9258 3673

Leigh is a partner in the Maddocks Tax & Revenue team.

Leigh regularly provides advice on:

  • structuring of businesses and transactions;
  • mergers and acquisitions;
  • corporate reorganisations and distributions;
  • sale of businesses;
  • demergers;
  • capital raisings;
  • joint ventures and property developments;
  • international tax (both inbound and outbound);
  • succession planning; and
  • liquidations.

His advice covers both direct and indirect tax considerations.

Leigh advises Australian and multinational companies, high net worth individuals, accountants and financial advisers on all areas of taxation law.