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. 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. 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. 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. In the case of joint ventures, the majority shareholders and directors appointed to the board of directors have fiduciary duties to the company.

In some countries, majority shareholders owe the minority owner limited obligations (typically related to the sale of the joint venture). Directors and senior managers generally owe fiduciary duties to the joint venture and the parties to the joint venture and must act in the best interest and must do so and not act solely in the interest of a joint venture. Directors and senior managers may be held liable to the company if they act in the event of a conflict of interest to the detriment of the joint venture. Are there any particular problems that may arise in the event of a joint venture dispute in your jurisdiction regarding the disclosure of evidence? 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 mixed minority party has the right to evaluate its interests to ensure that it receives a fair price. In the case of contractual and legal joint ventures, although a jurisdiction applies the laws of a different jurisdiction, as stipulated in the choice of parties clause, that jurisdiction continues to apply its own rules of procedure. . . .