California Civil Jury Instructions (CACI) (2017)

3712. Joint Ventures

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3712.Joint Ventures
Each of the members of a joint venture, and the joint venture itself, are
responsible for the wrongful conduct of a member acting in furtherance
of the venture.
You must decide whether a joint venture was created in this case. A
joint venture exists if all of the following have been proved:
1. Two or more persons or business entities combine their property,
skill, or knowledge with the intent to carry out a single business
2. Each has an ownership interest in the business;
3. They have joint control over the business, even if they agree to
delegate control; and
4. They agree to share the profits and losses of the business.
A joint venture can be formed by a written or an oral agreement or by
an agreement implied by the parties’ conduct.
New September 2003; Revised June 2011, December 2011
Directions for Use
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].)
Sources and Authority
• “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 . . . .’ ‘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
• “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
• “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.)
Secondary Sources
6 Witkin, Summary of California Law (10th ed. 2005) Torts, § 1235
1Levy et al., California Torts, Ch. 8, Vicarious Liability, § 8.07 (Matthew Bender)
8 California Forms of Pleading and Practice, Ch. 82, Automobiles: Causes of
Actions, § 82.16 (Matthew Bender)
33 California Forms of Pleading and Practice, Ch. 380, Negligence, § 380.132
(Matthew Bender)
35 California Forms of Pleading and Practice, Ch. 401, Partnerships: Actions
Between General Partners and Partnership, § 401.11 (Matthew Bender)
17 California Points and Authorities, Ch. 170, Partnerships, § 170.222 (Matthew
1 California Civil Practice: Torts §§ 3:38–3:39 (Thomson Reuters West)