Is a written agreement sufficient to establish a joint venture between plaintiffs and defendant?

members associate as co-owners of a business enterprise, agreeing to share profits and losses." (Rickless v. Temple (1970) 4 Cal.App.3d 869, 893.) "However, a partnership ordinarily engages in a continuing business for an indefinite or fixed period of time, while a joint venture is ordinarily formed for a single transaction or single series of transactions, thus being more limited in both scope and duration. [Citation.]" (Ibid.)

The written contract (which was incorporated by reference into the complaint) did not refer directly to a joint venture, or expressly provide for joint control over the venture, or an ownership interest in the enterprise, so we cannot assume the written agreement was sufficient to establish a joint venture between plaintiffs and defendant. "'An agreement by a landowner to share with another profits to be derived from the sale of land does not, without more, create a partnership or joint venture relationship. [Citations.]' [Citation.]" (Kaljian v. Menezes (1995) 36 Cal.App.4th 573, 586.) Nor does the allegation that the contract created a joint venture convert a contractor into an owner of property without an expression of that intent and an instrument in writing, subscribed by the party disposing of the estate in real property. (Civ. Code, 1091.)

The existence or nonexistence of a joint venture is a question of fact for the jury to resolve. (Kaljian v. Menezes, supra, 36 Cal.App.4th at p. 586.) On a motion for judgment on the pleadings, all properly pleaded facts are deemed true, "but not contentions, deductions, or conclusions of fact or law." (Kapsimallis v. Allstate Insurance Co. (2002) 104 Cal.App.4th 667, 672.) The allegation in the complaint that the contract established a joint venture is merely a conclusion of fact or a contention, so we may not consider it as true for purposes of reviewing the correctness of the judgment

Page 15