cover image: UNIFORM LAW CONFERENCE OF CANADA Reform of General Partnership Law / Joint Ventures

UNIFORM LAW CONFERENCE OF CANADA Reform of General Partnership Law / Joint Ventures

23 Jul 2024

[23] It should be noted that three of the criteria set out in Mortgage seem to apply more specifically to “joint venture” even though they can also occur in the context of “partnership”: (1) joint property interest in the object of the collaboration; (2) a right of mutual control of the venture; (3) the limitation of the venture to a single project or a limited number of projects (what constitutes. [...] It is therefore important to clearly state in the contract that the purpose is to collaborate on a temporary basis.32 In fact, one of the decisive criteria that case law has used to conclude that a consortium exists is the mention in the contract of the fact that the grouping is limited to a single project or to a few specific projects.33 [38] It should also be noted that one of the key characteri. [...] 13 ▪ all debts and obligations of the joint venturers to a third party unless a contract between the joint venturers and the third party otherwise provides, and ▪ all wrongful acts or omissions of a joint venturer or a person acting under the authority of a joint venturer, acting in the ordinary course of the business of the joint venture,. [...] [50] In Québec, the situation is already similar to this because of the third paragraph of article 1525 of the Civil Code.46 In fact, however liability under the contract is divided between the parties, they remain jointly and severally liable to the client for the completion of the project.47 However, it is possible to ask the client to sign a waiver of joint and several liability in the contract. [...] The indicia of a partnership include the contribution by the parties of money, property, effort, knowledge, skill or other assets to a common undertaking, a joint property interest in the subject-matter of the adventure, the sharing of profits and losses, a mutual right of control or management of the enterprise, the filing of income tax returns as a partnership and joint bank accounts.

Authors

Allison Morin

Related Organizations

Université de Montréal
University of Toronto
Pages
23
Published in
Canada

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