On April 10, 2024, the Second Department issued a decision in Kefalas v. Pappas, 2024 NY Slip Op. 01912, holding that a claim based on an alleged joint venture agreement failed for lack of allegations of an agreement to share 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. It is in a sense a partnership for a limited purpose, and it has long been recognized that the legal consequences of a joint venture are equivalent to those of a partnership. 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. An agreement to distribute the proceeds of an enterprise upon a percentage basis does not give rise to a joint venture if the enterprise does not represent a joinder of property, skills and risks, and “it is not enough that two parties have agreed together to act in concert to achieve some stated economic objective.
Here, the plaintiff failed to state a cause of action to recover damages for breach of a joint venture agreement with regard to the OBST, Royce, and Supramax vessels transactions. The pleadings and other evidentiary material submitted failed to describe those transactions as anything other than profit-sharing agreements. As the plaintiff failed to allege a mutual promise or undertaking to share the burden of the losses of the alleged enterprises, he failed to state a cause of action based on a joint venture agreement with regard to the OBST, Royce, and Supramax vessels transactions.
(Internal quotations and citations omitted) (emphasis added).