A joint venture, however, has four elements: β(1) contribution - combining either money, property, time, or skill in a common undertaking; (2) joint proprietorship and control - the parties having a proprietary interest and a right of control over the subject matter; (3) sharing of profits - but not necessarily of losses; and (4) contract - either express or implied.β Hansen v. St. Paul Metro Treatment Ctr., Inc., 609 N.W.2d 625, 628 (Minn.Ct.App. 2000) (citation and internal quotation marks omitted).
A joint enterprise requires "(1) a mutual undertaking for a common purpose, and (2) a right to some voice in the direction and control of the means used to carry out the common purpose." Hansen v. St. Paul Metro Treatment Ctr., Inc. , 609 N.W.2d 625, 628 (Minn. App. 2000), review denied (Minn. July 25, 2000). Both elements are satisfied here.
Although in some circumstances whether a joint venture exists can be determined as a matter of law, the issue is generally a question for the fact-finder to determine. S ee Hansen v. St. Paul Metro Treatment Center, Inc., 609 N.W.2d 625, 628 (Minn.App. 2000), review denied (Minn. July 25, 2000). The elements of a joint venture are:
Petrucci incorporated Cardio Flow before Nadirashvili signed the settlement agreement. A corporation may form a joint venture with other individuals or entities, Hansen v. St. Paul Metro Treatment Ctr., Inc., 609 N.W.2d 625, 629 (Minn. Ct. App. 2000), but normally cannot itself be the subject of such an endeavor. See Rehnberg, 52 N.W.2d at 456 ; 46 Am. Jur. 2d Joint Ventures Β§ 9 (2022) (explaining "as a general proposition, the fact that an entity is a corporation precludes finding that it is a ... joint venture").
Sharing common employees or using each otherβs services does not imply the requisite control for a joint venture. Hansen v. St. Paul Metro Treatment Ctr., Inc. , 609 N.W.2d 625, 629 (Minn. Ct. App. 2000). Any control by the parent company, Clearwater, arose from its legal relationship as a holding company, and thus does not support a joint venture theory.
See Krengel, 203 N.W.2d at 846 (holding that although the question of whether a joint venture existed should have been submitted to the jury, undisputed facts permitted a finding of a joint venture as a matter of law). Rather, we hold as a matter of law that a joint enterprise existed and that the School District and City, as members to that joint enterprise, bear joint responsibility for the damages allocated by the jury to the School District. Minnesota cases characterize the existence of a joint enterprise as both a question of law, and as a question of fact. Compare Beehner, 636 N.W.2d at 832 ("Whether a joint venture or a joint enterprise exists is a question of law.") with Hansen v. St. Paul Metro Treatment Ctr., Inc., 609 N.W.2d 625, 627 (Minn.Ct.App. 2000) ("Whether a joint venture exists has been described as a question for the fact-finder to determine."). We need not attempt to resolve this matter of state law because, even if the existence of a joint enterprise is a question of fact, there is no material dispute in this case regarding the existence of an enterprise to operate the pool.
(Compl. ΒΆΒΆ 54-61.) Because these two causes of action "ha[ve] somewhat different elements," the Court will analyze the two legal theories separately. Hansen v. St. Paul Metro Treatment Ctr., Inc., 609 N.W.2d 625, 628 (Minn. Ct. App. 2000). "A joint enterprise requires (1) a mutual understanding for a common purpose, and (2) a [legal] right to a voice in the direction and control of the means used to carry out the common purpose."
Sowada v. Motzko, 256 Minn. 395, 398, 98 N.W.2d 182, 185 (1959). However, in some circumstances, whether a joint venture exists may be determined as a matter of law on undisputed facts. Hansen v. St. Paul Metro Treatment Center, Inc., 609 N.W.2d 625 (Minn.App. 2000). In general, a joint venture is created when two or more persons agree to combine their money, property, time, or skill in a business operation and share in the profits of the enterprise in some fixed proportion.
Where facts are undisputed, however, the issue of whether a joint venture exists is a matter of law. Hansen v. St. Paul Metro Treatment Ctr., Inc., 609 N.W.2d 625, 627 (Minn.App. 2000), review denied (Minn. July 25, 2000); Weber v. Goetzke, 371 N.W.2d 611, 616 (Minn.App. 1985) (concluding that trial court erred in submitting question of joint venture to jury, where as a matter of law, undisputed facts did not support finding of joint venture), review denied (Minn. Sept. 26, 1985). For purposes of review, we accept, as did the district court, all of CPG's allegations as true. Even reviewing the evidence in the light most favorable to CPG, we conclude that as a matter of law, the elements of contract and profit sharing are lacking and thus no joint venture was formed