Duties of Good Faith in Commercial Joint Ventures? Contractual Duties, Fiduciary Duties, and Shareholder Remedies

摘要

Many joint ventures entail great potential for conflict between the interests of the joint venture itself, and the interests of the parties. When things go wrong, a party may allege that the wrongdoer owed duties, besides those imposed by the contractual and corporate documentation, including duties to avoid conflicts of interest, not to make a secret profit or divert trade from the joint venture, or not to take the benefit of confidential information away from the joint venture. A leading practitioner text in this area notes the likelihood that such claims will be brought forward. Having mentioned the sceptical attitude of the English courts towards implying or imposing duties of good faith, it goes on to say that: "The plethora of joint venture situations which now. exist--particularly those involving competitors or where activities undertaken by one or more of the parents overlap with those of the JVC-is nevertheless likely to lead to more claims (for instance, involving alleged diversion of corporate opportunity) where the law of fiduciary duties relating to joint ventures will be tested or developed further."