"§ 1.2 Legal Overview
The precise origin of the legal concept of the joint venture (or joint
‘adventure’, as it sometimes is called) is not known. Some believe that the
concept originated in the United States.
Originally, the courts treated joint ventures simply as a special form
of partnership, applying the law of partnerships. But beginning in the late nineteenth
century, the courts began to recognize the joint venture as a separate legal entity with
qualities that distinguished it from a partnership.
In a modern joint venture, the parties combine their resources, usually
comprising capital, knowledge, skill and services, in the conduct of a business venture,
but without necessarily organizing a partnership in the legal sense.
Under common law in the United States, every joint venture must have a
contractual basis among the venturers. In addition, United States courts generally have
recognized the following elements to be essential to a joint venture in the legal sense:
(a) A contribution of money, property, effort, knowledge, skill or
other assets to a common undertaking;
(b) A joint property interest in the subject matter of the venture;
(c) A right of mutual control or management of the enterprise;
(d) Expectation of profit, (or the presence of ‘adventure’,
as it is sometimes called);
(e) A right to participate in the profits; and
(f) Most usually, limitation of the objective to a single undertaking
or ad hoc enterprise.
Today, parties to a joint venture in the broad business sense use a
general or limited partnership, corporation, business trust or other legally appropriate
vehicle. Or they simply may establish the joint venture by agreement as an unincorporated
association."
(In: INTERNATIONAL JOINT VENTURES - A PRACTICAL GUIDE, St. Paul,
Minn., USA, West Publishing Co., 1992, p. 6/7)