Expertises connexes

A joint venture is a commercial association between several companies, carried out for a specific purpose and usually for a specific period of time. The idea behind the joint venture agreement is to pool the complementary resources of each company, which nevertheless retain their own identity, in order to carry out a particular project, the profits of which are then shared. The intention is not to create a new partnership, but only to participate in a common project.

This agreement is best known by its name “joint venture”, but it is nevertheless fundamentally different from this common law concept. Indeed, a distinction must be made between “joint venture” as a translation of the term “coentreprise” and the concept of “joint venture” derived from Anglo-Saxon law. The former will apply to joint venture agreements governed by Quebec civil law, while the latter will apply only to joint venture agreements governed by common law, which generally do not apply to agreements between several Quebec companies. The experienced lawyers at Bernier Fournier can, if you are considering setting up a joint venture agreement, explain the differences between these two concepts, while analyzing which one might apply in your particular situation.

The reason this differentiation is so important is that the law governing the civil law joint venture and the common law joint venture do not provide for the same liability regime with respect to third parties. In Quebec, commercial law does not include a specific provision governing joint venture agreements, and they are therefore considered an innominate contract. However, if a court finds that a joint venture is a corporation or holds itself out as a corporation, then the persons constituting the joint venture will be held liable to third parties according to the rules governing corporations1.

Bernier Fournier’s professionals, with their extensive experience in commercial and contract law, will ensure that your intention to create a joint venture agreement, and not a partnership agreement, is clearly reflected in all the provisions of the agreement when drafting it. In addition, they will be able to advise you on the precautions to take with respect to third parties in the course of your business so that your legal structure is not misinterpreted. Bernier Fournier’s lawyers will work on your behalf, whether at the drafting stage of the joint venture agreement or in the event of a subsequent dispute over the interpretation of your legal structure, to ensure that your legal and business interests are advanced at all times.

1 Civil Code of Québec, RLRQ c. CCQ-1991, art. 2221, 2222, 2223, 2249 et 2254.