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There may be some similarity between the principles here, but the American principle could be distinguished if there was an actual joint venture; as opposed to the negotiations for a joint venture in Banner Homes.

Nick Hopkins

On Sat, 13 Jan 2001 12:50:20 -0500 Ed Brewer wrote:

I cannot speak to English law, but this seems to be the principle that we have in the United States in Meinhard v. Salmon, 164 N.E. 545 (N.Y. 1928) (Cardozo, J.), that a joint venturer may not keep property or benefits from an opportunity belonging to or deriving from the joint venture, and holds the property or benefits in constructive trust for the other joint venturer. That enrichment was unjust because it was obtained in violation of the fiduciary duties arising from the joint venturers' business relationship (and in Meinhard, B's reliance on A's management of the joint venture, as a result of which A received the opportunity).

Meinhard cited only New York cases. One of those was Mitchell v. Reed, 61 N.Y. 123 (1874), which cites both United States and English authorities for what again seems to be the same proposition. I can't parse the old reporter abbreviations, but there is a "Lond." here and a "Lord" there, suggesting English provenance. I also can't speak to whether those old cases lie on the side of A's enrichment rather than B's detriment, but the Mitchell court seems to think they did, and certainly both Meinhard and Mitchell are premised on A's enrichment rather than B's detriment, and both use the constructive trust. Given the necessary (and salutary) reliance by United States courts on English authorities during the early 19th century, were one to read around in the earlier decisions cited in Mitchell and its primary New York authorities, one would find English law in those earlier decisions.

I am sure there are others who can be more directly responsive to Professor Hopkins' question, but I hope this is helpful. If your access to early United States authorities is as limited as my access to early English authorities, I will be happy to help anyone who wants them get copies.

Best wishes,

Ed Brewer

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