In a dispute involving joint venture partners and a joint venture agreement, one of the partners sued a third party (which purchased the assets of the other partner). Claims against the third party included tortious interference of the joint venture agreement between the partners, conspiracy to tortiously interfere with the joint venture agreement between the partners, aiding and abetting a breach of fiduciary duty by the other partner, and conspiracy with the other partner to breach a fiduciary duty.
The dispute was tried in a non-jury trial. The other partner and the third party prevailed. A few key points on the above claims asserted against the third party that failed:
1. Tortious interference of the contract – Since the trial court found that the other partner did NOT breach the joint venture agreement, the cause of action for tortious interference failed. “No cause of action for tortious interference with a contract can exist in the absence of a breach.”
2. Conspiracy to tortiously interfere with a contract – “If an underlying tort [e.g., tortious interference] has not been established, a count for conspiracy to commit that tort will not lie.”
3. Aiding and abetting a breach of fiduciary duty and conspiracy to breach a fiduciary duty – Since the trial court found that the other partner did NOT breach a fiduciary duty, the cause of action for aiding and abetting a breach of fiduciary duty failed. Similar to above, a cause of action for aiding and abetting or conspiring to breach a fiduciary duty cannot lie if there was no breach of the fiduciary duty.
Bergeron Environmental and Recycling, LLC v. LGL Recycling, LLC, 49 Fla.L.Weekly 2043a (Fla. 4th DCA 2024).
If you are in a dispute involving a joint venture relationship, consult with counsel regarding the best claims to assert as well as the evidence you maintain to prove the claims.