(17)CRITIQUE OF THE NEW FORM 5 LLC: AN IN-DEPTH EXAMINATION OF ITS WORKABILITY, ENFORCEABILITY, AND PORTABILITY

摘要

As Charles E. Stott, Jr. wrote in these Proceedings 45 years ago, "[t]he origin of the joint venture as a form of business association is shrouded in antiquity." Equally shrouded is the legal status of a joint venture that is not otherwise organized as an entity under a recognized law, such as a corporation, limited partnership, or limited liability company (LLC). Courts have struggled to find principles and sometimes despaired of them. "Each case in which a coadventure is claimed and a trust is sought to be declared against a defendant depends of course for its result on its own facts, and owing to the multifariousness of facts, no case of coadventure rises higher than a persuasive precedent for another."