In Florida, a joint venture is a type of partnership. A joint venture is an association of persons with the intent to engage in a single business venture for joint profit. Thus, Florida joint venture agreements are for the most part optional. Basically, when two people come together to make a profit, they form a joint venture under Florida law.
Courts sometimes try to distinguish between a joint venture and a partnership, but the legal consequences are nearly identical.
A joint venture, or partnership, is formed as soon as two or more people get together to carry on as co-owners of a business for profit. There is no requirement that the parties subjectively (in their minds) intend to form a partnership. Rather, the parties must only intend to run a business as co-owners.
Thus, no formal agreement is required to form a partnership. Indeed, the parties’ intent to associate as co-owners of a business may be implied form their conduct.
Of course, the parties are free to enter into an explicit partnership agreement to form their relationship and govern the partnership.
While a written agreement is not required by Florida law, the parties may need to reduce their agreement to writing if they plan to agree to be partners for more than one year. Under the Statute of Frauds, contracts that cannot be performed within one year must be evidenced by a writing.
A written agreement is also a great way to prevent and manage partnership and joint venture disputes.
Under the Statute of Frauds, the agreement must contain the essential terms of the agreement. A joint venture agreement should at least have the length of the partnership, the names of the partners, and be signed by the parties. To be enforceable, the agreement must at least be signed by the party sought to be bound.
If you have any questions about a Florida joint venture or if you would like to enter a Florida partnership, contact one of our experienced Florida business law attorneys today to schedule a free consultation!