Can a joint venture be repudiated if the joint venture was terminated by abandonment?

California, United States of America


The following excerpt is from April Enterprises, Inc. v. KTTV, 147 Cal.App.3d 805, 195 Cal.Rptr. 421 (Cal. App. 1983):

The case of Middletown v. Newport (1936) 6 Cal.2d 57, 56 P.2d 508, cited by respondents, arose out of a joint venture agreement in which the plaintiff abandoned the bulk of his joint venture duties in 1913. From 1914 on the defendant treated the joint venture property as his own and exercised complete control over it. (Id., at pp. 59-60, 56 P.2d 508.) In 1918, the defendant wrote a letter to plaintiff, expressly repudiating the joint venture. (Id., at p. 61, 56 P.2d 508.) The court in that case concluded that plaintiff's action accrued in 1913 when plaintiff terminated the joint venture by abandoning it. (Id., at p. 61, 56 P.2d 508.) The court went on to state, in dictum, that if the joint venture had not been terminated by abandonment, the defendant's exercise of complete control over the joint venture property would have repudiated the joint venture. (Id., at p. 61, 56 P.2d 508.) Unlike the instant case, the acts of repudiation in Middletown were indeed unequivocal: the defendant had exercised sole control over the property for four years, including executing "contracts of sale in his sole name as owner and seller."

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