The Risks of Lurking Fiduciary Duties in Business Transactions

Many companies that pool resources, share expertise, or apportion the risks and costs associated with new business endeavors enter into a wide variety of formal and informal business relationships in which they agree that they do not intend to create a partnership or joint venture. But can companies effectively disclaim the existence of a joint venture or partnership, and the fiduciary obligations that these relationships entail, or will courts disregard these contractual disclaimers and look to the parties’ course of conduct when determining whether a partnership or joint venture exists?