Our Joint Venture Dispute Service
Understanding Joint Ventures
Joint ventures allow two or more parties to collaborate on a specific project or ongoing business, sharing resources, risks and rewards, often alongside a defined service or delivery model. They are commonly used for property developments, new market entries, technology projects and strategic alliances.
A joint venture can be structured through a simple contract, a separate company or LLP, or a partnership-style arrangement between members. In a separate company or LLP structure, it is also important to allocate liability clearly between the entity and the venture parties, and to document how any limited recourse will work in practice.
Whatever the structure, clarity on who does what, who decides what, and how profits are shared is critical to avoiding disputes and managing liability.
The benefits of a joint venture include access to new expertise, markets and capital, but there are inevitable risks, including operational and financial exposure.
Misaligned objectives, different management styles and unclear documentation can quickly undermine trust and lead to deadlock or exit discussions.
Common Causes of Joint Venture Disputes
Even with good documentation, joint ventures can still go wrong.
The most common causes of disputes include:
Operational disagreements
Disputes over day-to-day management, service delivery, changes to the business plan, key hires, suppliers or contracts.
Problems can arise where one party acts outside their agreed authority or refuses to implement decisions.
Financial issues and profit sharing
Conflicts over capital contributions, profit calculation, distributions and retained earnings are frequent flashpoints, and can raise questions of liability between partners.
Allegations of misuse of funds, unfair allocation of overheads or group recharges can quickly escalate.
Conflicts of interest and management styles
Tension often arises where a party has competing businesses or diverts opportunities away from the joint venture.
Differences in management style, risk appetite and communication can lead to exclusion from decisions and information, damaging trust and value.
Where conflicts escalate, an independent expert with sector expertise can help the parties test assumptions and reset expectations before positions harden.
How We Can Help
Our joint venture dispute team provides clear, commercial advice tailored to your objectives, delivered as a focused professional service.
We can:
- Offer early case assessment, including likely claims, liability and cost exposure
- Offer practical support on settlement structure, including releases, confidentiality and future service arrangements
- Provide professional guidance on jurisdiction, governing law, and forum choices across court, arbitration and mediation
- Review and interpret your joint venture, shareholder and related agreements
- Advise on your legal rights, risks, and realistic options at an early stage
- Assess your leverage and likely outcomes to inform strategy
- Lead negotiations to resolve deadlock, exits and buy-outs
- Draft and negotiate standstill, settlement and restructuring agreements
- Represent you in mediation and other forms of alternative dispute resolution
- Handle arbitration where required by the joint venture agreement
- Issue or defend court proceedings, including urgent injunctions
- Redraft or renegotiate joint venture documentation to reduce future risk
- Support ongoing governance and risk management for existing joint ventures, including ongoing service and operational frameworks
Throughout, our focus is on protecting your investment, minimising disruption to your business and achieving the best outcome available in the circumstances.
Who We Can Help
We act for a wide range of clients involved in joint venture disputes, including corporate clients and their members:
- Majority joint venture partners and controlling shareholders
- Minority joint venture partners and investor stakeholders
- UK companies and SPVs involved in project or corporate joint ventures
- Property developers and landowners in development joint ventures
- Technology, retail, manufacturing and other trading businesses collaborating through JVs
- Individual founders, directors and management teams
- Institutional and private investors, funds and family offices
- Overseas businesses involved in joint ventures with a UK company, asset or governing law
We also advise professional services teams and other businesses whose joint venture is delivering a service to end customers and needs to protect reputation, contracts and liability.
Methods for Resolving Joint Venture Disputes
Our approach is to resolve joint venture disputes as quickly and cost-effectively as possible, using the approach that best fits your circumstances and the situation on the ground.
Negotiation: The first step towards resolution
The starting point is usually a detailed review of the joint venture and related agreements, so you clearly understand your rights, obligations and leverage, and can consider liability, jurisdiction and governing law issues early.
We then help you prepare for and conduct without-prejudice negotiations aimed at reaching a practical deal.
This may involve:
- Agreeing revised terms
- Implementing a buy-out or sale of the venture
- Putting in place a temporary standstill while issues are investigated
Early, informed negotiation often avoids the need for formal proceedings.
Role of mediation and arbitration
Where direct negotiation stalls, mediation can be a highly effective way to unlock settlement. It provides a confidential, structured environment with an independent mediator helping the parties focus on solutions rather than past grievances.
Many joint venture agreements include arbitration clauses, particularly in cross-border or specialist sectors. Arbitration can offer privacy, specialist decision-makers and easier international enforcement of awards.
For cross-border deals, we also consider jurisdiction, local law requirements, and how any award will be enforced against assets.
We advise you on whether arbitration or another form of alternative dispute resolution is right for your case, and what it means for jurisdiction, law and cost.
Litigation as a last resort
Sometimes court proceedings are unavoidable, for example, where urgent injunctive relief is needed to protect assets or stop damaging conduct, or where the other party simply refuses to engage.
Claims may involve:
- Breach of contract
- Breach of directors’ duties
- Minority-style protections
- Winding-up applications
We guide you through the litigation process, from initial strategy and evidence gathering through to trial and enforcement, while continually exploring settlement opportunities on sensible terms and keeping liability under review.
Where needed, we instruct an expert to report on valuation, accounting, or technical service issues, and we assess liability exposure so clients can make informed decisions.
Preventing Future Disputes
A dispute is also an opportunity to improve how a joint venture is structured and managed going forward, particularly where service delivery and liability allocation have caused friction.
We can help you reduce the risk of future issues by focusing on:
Strategies for effective communication
Clear communication channels, regular board or partner meetings with agreed agendas, and transparent reporting can all help manage expectations and spot issues early.
Establishing clear performance indicators
Setting realistic KPIs for the venture and agreeing on how performance will be measured and reported makes it easier to identify under-performance and plan corrective action rather than sliding into dispute.
Incorporating dispute resolution mechanisms
Building in staged escalation, negotiation, mediation, and arbitration clauses – alongside practical deadlock and exit mechanisms – gives everyone a roadmap for what to do if things go wrong.
Periodic legal reviews help ensure these mechanisms remain fit for purpose as the venture evolves.
Regular legal and commercial health checks can also be built into a professional service, so members and directors can spot early warning signs and reduce liability in changing situations.
Why Work With Our Dispute Resolution Team
- For the past seven years, the Legal 500 has rated us as a Top Tier legal firm.
- There are in excess of 30 specialist lawyers in the Myerson Dispute Resolution Group, who will assist you with cases involving shareholders, partnerships, directors, inter-company disputes, professional negligence, and commercial agency issues.
- You will obtain city-quality dispute resolution legal help at regional pricing.
- We offer a partner-led service to make sure you get the greatest legal counsel and support with a focus on business.
- Our large and experienced team can work quickly to fulfil your deadlines.
- We recognise that each transaction is unique to your specific circumstances and that you require the assistance of a dispute resolution solicitor who has dealt with a wide range of clients and types of work.
- We are a full-service law company with a single location, which ensures our employees interact effectively and efficiently.
- We employ the most recent technology to make sure that we are operating as effectively as possible and that a client's location is not a barrier to us providing outstanding customer service.
- All of our clients receive free newsletters and webinars that keep them informed about dispute resolution legal developments. View our most recent webinar on dispute resolution updates.
- Check out the Myerson Promise for more information on the benefits of working with us.
Joint Venture Dispute FAQs
How important is a strong Joint Venture Agreement?
The quality of your joint venture agreement often dictates how easy it is to resolve a dispute. A strong agreement should clearly define the purpose of the venture, each party’s contributions (cash, assets, IP, staff), decision-making processes and financial arrangements, and any limits on liability.
Key elements usually include:
- Governance and voting rights
- Reserved matters
- Information rights
- Funding obligations
- Profit distribution
- Restrictions on competing activities
- Exit routes
These provisions should also deal with service delivery standards, operational decision-making, and which jurisdiction and governing law will apply if joint venture disputes arise.
When these points are missing or vague, it becomes much harder to resolve issues later.
Common pitfalls include:
- A lack of a clear deadlock mechanism
- A lack of a practical exit route or valuation method
- A lack of protection for minority or majority interests
In many cases, documents are not aligned – for example, the joint venture agreement, shareholder agreement and company constitution may all say something slightly different, creating uncertainty on service obligations and liability.
Involving specialist lawyers early, even at the heads of terms stage, can significantly reduce the risk of future disputes. A specialist can also offer legal advice on risk allocation, liability caps, and how responsibilities are shared between members, directors and the project team.
Agreements should be tailored to your sector, deal size and risk appetite, and reviewed as the venture evolves.
What is a joint venture dispute?
A joint venture dispute arises when the parties to a joint venture fall out over how the business is run, how profits are shared, or how and when the arrangement should end. It usually involves disagreements about what the contract means, whether someone has breached it, or whether one party is acting unfairly towards the other.
What are the most common causes of joint venture disputes?
Common causes include disagreements over strategy or day-to-day management, disputes about funding and profit distribution, and concerns about one party competing with or diverting opportunities away from the joint venture. Problems also arise where the original documentation is unclear or does not deal with deadlock and exit.
How do I know if my joint venture agreement has been breached?
A breach occurs when a party fails to do something the agreement requires, or does something the agreement prohibits.
Warning signs include:
- Decisions being taken without the required approvals
- Failure to provide information
- Non-payment of agreed contributions
- Actions that clearly contradict the written terms
We can review your documents and explain whether a breach is likely and what remedies you may have.
What should I do if my joint venture partner is blocking key decisions?
You should take legal advice before reacting, so that you understand your rights, the deadlock provisions and your realistic options.
In many cases, a firm but well-informed approach can unblock matters through negotiation or lead to a buy-out or other restructuring.
Keeping a clear record of decisions, objections and communications is also important.
Can I force my joint venture partner to buy me out (or sell to me)?
Whether you can force a buy-out depends on the wording of your joint venture and shareholder agreements.
Some contain:
- Put/call options
- Russian roulette mechanisms
- Other exit triggers
Where the documents are silent or unclear, it may still be possible to negotiate a sale on commercial terms, supported by appropriate legal pressure.
How are joint venture disputes usually resolved – negotiation, mediation, arbitration or court?
Most joint venture disputes start with negotiation, often leading to a commercial settlement without formal proceedings.
Many then use mediation as a confidential way to unlock a deal.
If your contract includes arbitration, that may be the main forum for a binding decision, otherwise court proceedings might be necessary, particularly where urgent orders are needed.
How long does it take to resolve a joint venture dispute?
Timing varies widely depending on complexity, the number of parties involved and how willing everyone is to engage constructively.
- Some disputes can be resolved in weeks through focused negotiation or mediation.
- Arbitration and court proceedings can take many months or longer.
Interim steps, such as injunctions, may be obtained more quickly.
Can I get an injunction to stop my joint venture partner taking certain actions?
In appropriate cases, the court can grant urgent injunctions to prevent a party from:
- Disposing of assets
- Misusing confidential information
- Excluding you from management
Whether an injunction is realistic depends on the strength of your case, the urgency and the potential harm. It is vital to seek advice quickly where urgent relief may be needed.
What happens if our joint venture agreement does not contain a clear deadlock clause?
If there is no helpful deadlock mechanism, you may need to rely on general contractual and company law principles, alongside negotiation and alternative dispute resolution, to resolve the situation.
We will look at all the relevant documents and the practical realities of the venture to identify leverage and options, which might include a negotiated exit, restructuring or, in some cases, court relief.
I am a minority joint venture partner – what protection do I have?
Your protection comes partly from the joint venture and shareholder agreements and partly from general company law and directors’ duties.
You may have:
- Rights to information
- Vetoes over certain decisions
- Claims where you are treated in a way that is unfairly prejudicial to your interests
We can help you understand your position and the most effective way to enforce your rights.
Do I have to go to court if there is an arbitration clause in our agreement?
If your agreement contains a valid arbitration clause covering the dispute, the default position is usually that the dispute should be resolved by arbitration rather than the courts.
However, the courts may still be involved for certain interim remedies or enforcement of an award.
We can advise you on whether arbitration applies and what it means for your strategy and cost.
Can we change or terminate the joint venture agreement if the relationship has broken down?
In many cases, the agreement will contain provisions allowing for amendment by consent or termination on certain triggers or notice.
Even where those provisions are limited, the parties can often negotiate a variation, buy-out or orderly wind-down that is documented properly.
Taking advice before agreeing changes helps avoid new disputes arising from a rushed solution.
Testimonials
Mr. Blakey
Fantastic service as always from Myerson. The quick communication makes all the difference.
Jack
Like most people I don't find myself in situations that require a solicitor very often. So, the process can feel a little intimidating and daunting when it does come up. But, Suzanne at Myserson was both professional and supportive during my case - giving me excellent, informed and realistic advice which gave me the reassurance to successfully resolve my case.
Legal 500
The team at Myerson are very effective, dynamic, ambitious and very personable. A very cohesive and positive team that consistently achieve excellent results for their clients. The team consistently rise to the challenges presented by challenging cases.
Richard
Myerson have helped us with successful outcomes in legal disputes, contract negotiations and re-writing our Terms & Conditions. We have always found their service to prompt, positive and in relatively simple terms. I have entire confidence that they are giving me sound advice. I would fully recommend their services and we feel well protected in the future.
Legal 500
They have the personal and connected touch only a small firm can have. However, they have the expertise you would normally only expect from a big firm. The best of both worlds.
Carl
The guys at Myerson Solicitors made what could have been a very tricky and stressful case much easier to deal with. Very professional in their approach but also friendly and informative. Their advice from start to finish was extremely sound and they managed to achieve a very successful outcome.
Legal 500
The commercial litigation team at Myersons is a regional team doing national level work – with aplomb.
Olivier
My French company, an international textiles sales agency, was involved in a difficult breach of contract with one of its UK client. Difficult because an expertise was needed in this field of activity; difficult because our client took an approach which wasn't decent to say the least. Myerson debated very professionally and defended our position strongly up to win our case considering the results obtained before we needed to go to court. I will recommend Myerson to my other French agents colleagues.
Malcolm
Used Myerson for a business contract dispute that I had. The matter is now concluded to my total satisfaction. In one word Meyerson were amazing. From evaluating expectations, to giving good direction and magnificent advice I was, and am, impressed.
Legal 500
Great reputation as one of the better dispute resolution teams in the North West Excellent team with an all-round attention to detail.
Jill
The help we have received advising us on commercial agents' contracts has been hugely beneficial. In particular, Suzanne has helped us with the exit of an agent from the business. This has been handled with great professionalism and calm, direct advice, which has supported us through a very delicate process. With Suzanne's help we have reached a mutually agreeable outcome and we are happy that this gentleman can leave the business without any animosity, which was our definite preference.
Freyja Handy - Senior Vice President & General Counsel (Europe), ASM Global
We’ve had an excellent experience working with Myerson in relation to a number of disputes. They were highly responsive, pragmatic and maintained a strong commercial and cost-conscious focus throughout. Their advice was always clear I wouldn’t hesitate to recommend the dispute resolution team to others seeking reliable and commercially minded legal support.
Legal 500
A dynamic, personable and highly effective team with tremendous strength in depth. This team consistently achieves excellent results for their clients. Clients benefit from the positive approach of the team at Myerson, however challenging the dispute.
Mr. William
Fantastic service as always. Quick, clear and honest communication. The team is very supportive which is exactly what’s needed when going through any legal scenario. I highly recommend this company.
Legal 500
Suzanne Carr is an immensely talented litigator who is adept at steering disputes to a successful conclusion and remaining focused on the key issues.
Legal 500
Adam Maher and his team are pros. Adam is an intellectual powerhouse. He stays calm under pressure yet remains focused, confident and motivated to produce the best results. He has great attention to detail and won’t take any nonsense. Good integrity and can argue well.
Legal 500
My view is that this firm is one of the best, focused, strategic and hardworking outfits in the region; with attention to detail and a laser sharp focus on the case at hand, you absolutely want them on your side in any piece of challenging commercial litigation. They will give most London law firms a run for their money.
Legal 500
Sven Clarke is a superstar. He has the rare mix of legal clout and commercial nous. He's a formidable opponent.
Legal 500
Adam Mayer leads a team of talented lawyers. The team give pragmatic advice, but are not afraid of taking on difficult cases. Particularly strong with regards to shareholder and partnership issues, showing an excellent grasp of the law and the nuances of dealing with interpersonal business disputes.
Legal 500
The commercial disputes team punches well above its weight - easily going toe-to-toe with London firms in contractual and shareholder disputes.
Legal 500
Adam Mayer combines excellence in his specialist area of law with being very approachable. He is commercial and pragmatic, but will still fight your corner.
Legal 500
This team is outstanding in its strength in depth, positivity, teamwork and client care skills. A “can do” attitude runs throughout the team from partner to trainee and the team is very cohesive. Particular depth of experience in shareholder disputes.
Ms Wilson
Amna Iqbal and David Jones have been exceptional with their support and advice during what has been a very difficult case.
Legal 500
Adam Maher is an outstanding leader and litigator. His strategic vision is excellent, his legal analysis is first-rate and his leadership of the team is always very positive, leading to excellent results.
Boti
Myerson Solicitors helped me retrieve 50K compensation from FSCS over poor financial advice I had received with regards to my pension. I received professional and efficient service throughout the process. All my calls and emails were responded to promptly. I was going to use Myerson Solicitors on a no win no fee basis. They advised me against it as they thought I will be paying a lot more and I have a reasonable chance for a successful outcome. They were absolutely right and I am glad that I trusted them.
Legal 500
Sven Clarke is a real stand-out – he’s a dream to work with, extremely bright, and unflappable.
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