Joint venture disputes

Joint venture agreements vary considerably in how they deal with disagreement. Some contain detailed deadlock provisions, drag-along and tag-along rights, put and call options, or pre-emption mechanisms. Others are silent on what happens when the relationship breaks down.

The starting point is always the agreement itself — what it says, what it does not say, and how its terms interact with the underlying company's articles of association and any shareholders' agreement. Understanding the contractual position is essential before deciding how to proceed.

In a live dispute, the immediate concerns are often practical: who has authority to act on behalf of the venture, whether assets or opportunities are at risk, and whether urgent steps are needed to protect a party's position.

I will want to understand what each party actually needs from the venture — continued operation, an exit, a buyout, or something else — because that shapes the advice. A party who wants out has different priorities from one who wants to continue and remove a co-venturer.

Many joint venture disputes are resolved through negotiation rather than formal proceedings. The parties often have a continuing commercial relationship, and a negotiated exit or restructuring can preserve more value than litigation.

Where the JV agreement contains an arbitration clause, disputes will usually be referred to arbitration rather than court. I can advise on what the clause covers, how the process works, and what to expect.

Valuation is frequently a central issue in buyout negotiations. I can help assess whether a proposed valuation is reasonable and what the agreement says about how value should be determined. Where the agreement requires or the parties agree to use a qualified independent valuer, the valuer's role, methodology and the basis of valuation will be important. The valuer's determination is often binding under the agreement, which makes the instruction and the agreed basis significant. Assessing whether a proposed valuation is reasonable may itself require input from an appropriately qualified valuer, particularly where the business or assets involve technical or specialist matters beyond the scope of legal analysis alone.

RWS does not conduct litigation or appear on the court record. Advice is provided on a non-reserved basis.