How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Alex J. Your Own Question

Alex J.
Alex J., Solicitor
Category: Property Law
Satisfied Customers: 3493
Experience:  Two years conveyancing experience.
13113900
Type Your Property Law Question Here...
Alex J. is online now

My company (a uk limited company) has a joint venture agreement

Customer Question

My company (a uk limited company) has a joint venture agreement with another company (another UK limited company). We have already filed a claim against the JV partner, still early stages awaiting case management conference/directions. I wish to assign the JV agreemnent claimm/court case) to another of my companies to continue the action. Is this possible and and what is the procedure and what do i need to do?
Submitted: 2 years ago.
Category: Property Law
Expert:  Alex J. replied 2 years ago.
Hi,

Thank you for your question and welcome.

My name is AJ and I will assist you.

Do you have a commercial reason for the assignment?

The assignment would require a deed. If the Joint Venture does not specifically give your company power to assign its rights and obligations, your company would need the permission of the other partner.

The other point to consider if you want to assign the rights and obligations to the other company (including the right to carry on the court proceedings), you would need a what is know as a Deed of Novation. The difference is an assignment only assigns the benefit of the agreement, what you actually want your company to do is "Step into the Shoes" of your other company - this cant be done by assignment the technical word is a novation - this is because an assignment can assign a benefit but not an obligation.

I look forward to hearing from you.

Kind regards

AJ
Expert:  Alex J. replied 2 years ago.
Hi,

Can I be of any further assistance?

Kind regards

AJ
Customer: replied 2 years ago.

Alex thank you for this. The Joint Venture agreement does not specifically give my company (the only other party to the JV) the right /power to assign/novate but nor is there any restrcition or limitation so I believe it can assigned /novate rights and obligations. It would not need and most likely not get permission of the other partner (another uk limited company) to assign/novate its rights and obligation (bearing in mind the other party is the one the action is against) .

The other point to consider if you want to assign the rights and obligations to the other company (including the right to carry on the court proceedings), you would need a what is know as a Deed of Novation.


 


Do you have a standard deed/can you draft me a copy? I can email you the JV wording if required - pretty basic and short.


 


Regards


 


Jospeh

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

Unfortunately we cannot do any drafting on the site but if you look at Simply Docs they will have a draft novation deed - www.simply-docs.co.uk/‎

Had it ever been contemplated by the parties that you should have a right of assignment?

Kind regards

AJ
Customer: replied 2 years ago.

No Alex, it never figured and nor was it ever envisaged. As it was not specifically excluded my undertanding is that there is no restriction on assignment. Hope this is correct and i will go to simply Docs



regards



Joseph

Expert:  Alex J. replied 2 years ago.
Hi

Thank you.

If the contract is silent then you can assign the benefit of the contract without consent.

However you will not be able to relieve yourself of the burdens of the contract without the consent of the other party.

Kind regards

AJ
Customer: replied 2 years ago.

Thank you Alex. My company (the JV partner) will be sold (holds properties and eventually liquidated once the properties it holds are sold. We discharged all our obligations under the JV so do not have burdens as such however the the company that takes ove rthe assigment will all benefits and burdens (if any) of the contract. Is it still Novation rather than assignment.


 


regards


 


Joseph

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

You could just assign the benefit of the contract but then the old co would still be on the hook for any liability. A novation literally means that your new co steps into the shoes of the old co - "warts and all"!!.

I understand what you are trying to achieve, this is a tax efficient way of distributing the funds/profit. The company partner gets money from the property sale, holds it for two years and then is subjected to a solvent liquidation and the funds and assets are distributed to the shareholders "in specie". You have obviously taken specialist advice so I would only suggest you check with your accountant whether an assignment alone is sufficient.

Kind regards

AJ

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Remus2004

    Remus2004

    Barrister

    Satisfied Customers:

    2427
    Over 5 years in practice.
< Last | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Remus2004's Avatar

    Remus2004

    Barrister

    Satisfied Customers:

    2427
    Over 5 years in practice.
  • http://ww2.justanswer.com/uploads/TG/TGraham12/2012-7-17_81212_bigstockBusinessHandshake508163.64x64.jpg Thomas's Avatar

    Thomas

    Solicitor

    Satisfied Customers:

    414
    UK solicitor holding an England and Wales practising Certificate.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    42
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law.
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    4708
    LL.B (Hons), Higher Prof. Dip. Law & Practice
  • http://ww2.justanswer.com/uploads/AS/Aston Lawyer/2013-10-8_19517_JAPROFILEPICTURE.64x64.jpg Aston Lawyer's Avatar

    Aston Lawyer

    Solicitor

    Satisfied Customers:

    1823
    LLB(HONS) 20 years of experience in dealing with Conveyancing and Property Law
  • http://ww2.justanswer.com/uploads/CH/chathamchamber/2011-4-24_191833_1.64x64.jpg chatham-chamber's Avatar

    chatham-chamber

    Solicitor

    Satisfied Customers:

    828
    LL.B, Pg.Dip, LL.M, M.B.A (Pending), Solicitor-Advocate. UK Practising Certificate issued by SRA., DIFC Courts Registered (Dubai)
  • http://ww2.justanswer.com/uploads/CL/clairep80/2013-8-25_191218_dreamstimexs267279822nd.64x64.jpg Clare's Avatar

    Clare

    Solicitor

    Satisfied Customers:

    241
    I have been a solicitor in High Street Practise since 1985 with a wide general experience.
 
 
 

Related Property Law Questions