Rights, Obligations and Responsibilities of Partners in the Joint Venture Contracts with Emphasize on Economic Group with Common Interests

Joint venture, as an optimal legal arrangement for business in the group, has always been the focus of attention of investors. Because Joint Venture is more than a subject-matter contract, it's in fact a legal model and technique for allocating costs and reducing risk in an investment. Since in our legal system this type of contract has no specific place in the laws, the legislator tried to overcome this problem in the 5th development plan, with the provision of article 107 and the identification of the economic group with common interests. At the first look, it seems that this new article creats no new entetity and it just provides more limitations and restrictions to maintain the interests of third parties in forming a group, but after paying more attention, it can be seen that the legislator identified a new economic group with common interests as a new entetity. The most important subject that shall attract the attention of parties of a joint venture, even in time of initial negotiations and prior to forming joint venture, shall be the limits of responsibilities of each party against each other and also against third parties. In joint venture contracts, normally an article shall be dedicated to this subject and the limits of responsibilities of partners against each other and also third parties shall be determined. However, in some cases the contract has no article in this regard. In this case, the limit of responsibilities of partners shall be determined based on the laws in location of forming the joint venture. Therefore, it seems that in accordance with Article 403 of the Trade Code and the principle of relative responsibility, if the governing law of the contract is the laws of Islamic Republic of Iran, the responsibility of partners against each other and also against third parties shall be relative responsibility.