On June 4, 2025, the Second Department issued a decision in IPA Asset Mgt., LLC v. Schuman, 2025 NY Slip Op. 03314, dismissing claims based on the existence of a joint venture for lack of allegations of an agreement to share both profits and losses, explaining:
A joint venture is an association of two or more persons to carry out a single business enterprise for profit, for which purpose they combine their property, money, effects, skill and knowledge. The essential elements of a joint venture are an agreement manifesting the intent of the parties to be associated as joint venturers, a contribution by the coventurers to the joint undertaking (i.e., a combination of property, financial resources, effort, skill or knowledge), some degree of joint proprietorship and control over the enterprise, and a provision for the sharing of profits and losses. An agreement to enter into a joint venture may be oral and may be inferred from the totality of the parties’ conduct in performance of the joint venture.
Here, contrary to the plaintiff’s contention, the Supreme Court properly granted that branch of the defendants’ motion which was pursuant to CPLR 3211(a) to dismiss the cause of action to recover damages for breach of a joint venture agreement insofar as asserted against them for failure to state a cause of action. Even assuming that the alleged arrangement forming the basis of that cause of action should be considered a joint venture as opposed to a loan, the plaintiff, in either the amended complaint or in an affidavit submitted in opposition to the defendants’ motion, failed to allege facts establishing a mutual promise or undertaking with one or more of the defendants to share profits and losses, as required to demonstrate the existence of a joint venture agreement.
(Internal quotations and citations omitted).