CACI 3712 Joint Ventures

New September 2003; Revised June 2011, December 2011

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This instruction can be modified for cases involving unincorporated associations by substituting the term “unincorporated association” for “joint venture.”

If the venture has no commercial purpose, this instruction may be modified by deleting elements 2 and 4, which do not apply to a noncommercial enterprise. Also modify elements 1 and 3 to substitute another word for “business” depending on the kind of activity involved. (See Shook v. Beals (1950) 96 Cal.App.2d 963, 969–970 [217 P.2d 56]; see also Jeld-Wen, Inc. v. Superior Court (2005) 131 Cal.App.4th 853, 872 [32 Cal.Rptr.3d 351].)

•“A joint venture is ‘an undertaking by two or more persons jointly to carry out a single business enterprise for profit.’ ” (Weiner v. Fleischman (1991) 54 Cal.3d 476, 482 [286 Cal.Rptr. 40, 816 P.2d 892], internal citations omitted.)

•“A joint venture has been defined in various ways, but most frequently perhaps as an association of two or more persons who combine their property, skill or knowledge to carry out a single business enterprise for profit.” (Holtz v. United Plumbing and Heating Co. (1957) 49 Cal.2d 501, 506 [319 P.2d 617].)

•“ ‘There are three basic elements of a joint venture: the members must have joint control over the venture (even though they may delegate it), they must share the profits of the undertaking, and the members must each have an ownership interest in the enterprise.’ Where a joint venture is established, the parties to the venture are vicariously liable for the torts of the other in furtherance of the venture.” (Cochrum v. Costa Victoria Healthcare, LLC (2018) 25 Cal.App.5th 1034, 1053 [236 Cal.Rptr.3d 457], internal citation omitted.)

•“ ‘Whether a joint venture actually exists depends on the intention of the parties … . [¶] … [¶] [W]here evidence is in dispute the existence or nonexistence of a joint venture is a question of fact to be determined by the jury. [Citation.]’ ” (Unruh-Haxton v. Regents of University of California (2008) 162 Cal.App.4th 343, 370 [76 Cal.Rptr.3d 146], internal citations omitted.)

•“ ‘A joint venture exists when there is “an agreement between the parties under which they have a community of interest, that is, a joint interest, in a common business undertaking, an understanding as to the sharing of profits and losses, and a right of joint control [citing this instruction].” ’ ” (Simmons v. Ware (2013) 213 Cal.App.4th 1035, 1053 [153 Cal.Rptr.3d 178], internal citation omitted.)

•“We turn next to the element of joint control. ‘An essential element of a partnership or joint venture is the right of joint participation in the management and control of the business. [Citation.] Absent such right, the mere fact that one party is to receive benefits in consideration of services rendered or for capital contribution does not, as a matter of law, make him a partner or joint venturer. [Citations.]’ ” (Simmons, supra, 213 Cal.App.4th at p. 1056.)

•“The law requires little formality in the creation of a joint venture and the agreement is not invalid because it may be indefinite with respect to its details.” (Boyd v. Bevilacqua (1966) 247 Cal.App.2d 272, 285 [55 Cal.Rptr. 610].)

•“The distinction between joint ventures and partnerships is not sharply drawn. A joint venture usually involves a single business transaction, whereas a partnership may involve ‘a continuing business for an indefinite or fixed period of time.’ Yet a joint venture may be of longer duration and greater complexity than a partnership. From a legal standpoint, both relationships are virtually the same. Accordingly, the courts freely apply partnership law to joint ventures when appropriate.” (Weiner, supra, 54 Cal.3d at p. 482, internal citations omitted.)

•“The incidents of a joint venture are in all important respects the same as those of a partnership. One such incident of partnership is that all partners are jointly and severally liable for partnership obligations, irrespective of their individual partnership interests. Because joint and several liability arises from the partnership or joint venture, Civil Code section 1431.2 [Proposition 51] is not applicable.” (Myrick v. Mastagni (2010) 185 Cal.App.4th 1082, 1091 [111 Cal.Rptr.3d 165], internal citations omitted.)

•“Normally, … a partnership or joint venture is liable to an injured third party for the torts of a partner or venturer acting in furtherance of the enterprise.” (Orosco v. Sun-Diamond Corp. (1997) 51 Cal.App.4th 1659, 1670 [60 Cal.Rptr.2d 179, 186].)

•“The joint enterprise theory, while rarely invoked outside the automobile accident context, is well established and recognized in this state as an exception to the general rule that imputed liability for the negligence of another will not be recognized.” (Christensen v. Superior Court (1991) 54 Cal.3d 868, 893 [2 Cal.Rptr.2d 79, 820 P.2d 181], internal citation omitted.)

•“The term ‘joint enterprise’ may cause some confusion because it is ‘sometimes used to define a noncommercial undertaking entered into by associates with equal voice in directing the conduct of the enterprise … .’ However, when it is ‘used to describe a business or commercial undertaking[,] it has been used interchangeably with the term “joint venture” and courts have not drawn any significant legal distinction between the two.’ ” (Jeld-Wen, Inc., supra, 131 Cal.App.4th at p. 872, internal citation omitted.)

•“In the annotations [to Restatement of the Law of Torts, section 491], many California cases are cited holding that to have a joint venture there must be ‘ “a community of interest in objects and equal right to direct and govern movements and conduct of each other with respect thereto. Each must have voice and right to be heard in its control and management” …’ ” (Shook, supra, 96 Cal.App.2d at pp. 969–970.)