Unlike many jurisdictions, the United States allows for a vast discovery of evidence. With limited exceptions, parties may request all documents that contain relevant information or that may lead to the discovery of relevant information. The parties to the joint venture often provide for dispute resolution through arbitration, with explicit limitations on the extent of discovery, in order to avoid the often overly complex investigation process in the United States. There are no laws that limit the remedies that a court can grant in a joint venture dispute. However, the parties to the joint venture themselves often restrict the remedies they can seek against each other. For example, the parties to the joint venture often waive indirect and consequential damages and loss of profits (and instead rely on exit or termination clauses). As a general rule, restrictions do not prohibit or allow parties to bring an action for an injunction, often a more effective remedy, since it is both simpler and quicker to obtain and the courts have a wide margin of manoeuvre to find effective solutions. The parties to the joint venture may engage in different ways. In some cases, the law treats a joint venture in the same way as a partnership (i.e. some cases have applied the rules of joint and several liability to a joint venture), which may go hand in hand with the general principles of partnership and agency law. In the context of the activities of the joint venture, some States may treat part of the joint venture as a sponsor for itself and as a representative for the other party and thus find that the actions of one party are binding on the other party.
In this context, when drawing up the organisational documents of the joint venture, the parties should take care to limit the scope of each party`s powers and to clarify that the parties are not the representatives of the other. The parties to the Joint Undertaking may encounter problems related to the privilege of a lawyer. Some courts have applied Common Interest Privilege to collaborative business projects such as joint ventures. The Common Interest Privilege is an extension of U.S. solicitors` privilege and protects communications transmitted by one party to another party`s attorney. It is important that the parties have a common interest in order for the privilege to apply, and that interest must be of a legal nature. If the parties to the joint venture are in conflict with each other, the privilege shall not be available. Therefore, parties to a U.S. joint venture should generally consider that most of the information can be obtained in the course of litigation. With respect to contractual joint ventures, the general principles of the contract apply, including the implied duty of good faith and loyalty owed to each other by all parties.
This obligation is typically created when one party has the discretion to do something and exercises that right in bad intentions to the detriment of the other party. In addition, a fraud action by one joint venture may also create liability for the other joint venture, even if there are contractual carve-outs that exclude such claims. The protection of minorities generally plays a central role in negotiating the structure of the joint venture for joint ventures with a minority joint venture. Some states` corporate and LLC codes protect minority investors. For example, in the context of a freeze-out or squeeze-out merger of a company in which two companies merge into one and the joint minority party is obliged to sell its shares in the transaction, state laws often require the majority joint venture party to pay a cash redemption at the fair value of the minority mixed party. In Delaware, for example, the minority joint venture party has the right to evaluate its interests to ensure that it receives a fair price. . . .