A joint venture is "generally an association of persons by way of contract to engage in and carry out a single business adventure for joint profit, combining their efforts, property, money, skill and knowledge without creating a partnership or a corporation." Lentz v. United States, 346 F.2d 570, 575, 171 Ct.Cl. 537 (1965). It has been aptly described as a partnership created for a limited purpose; a joint venture entails legal consequences similar to those of a partnership. Pine Products Corp. v. United States, 945 F.2d 1555, 1560 (Fed. Cir. 1991); Gramercy Equities Corp. v. Dumont, 72 N.Y.2d 560, 534 N.Y.S.2d 908, 531 N.E.2d 629 (1988).

It is plain, however, that in a joint venture the members must share control of the property as well as participate in both the profits and the losses. See Commissioner v. Tower, 327 U.S. 280, 286-87, 66 S.Ct. 532, 90 L.Ed. 670 (1946); Lentz v. United States, 346 F.2d 570, 575, 171 Ct.Cl. 537, 546 (1965); Venneri v. United States, 340 F.2d 337, 343, 169 Ct.Cl. 74, 83 (1965). There is no reason to think that plaintiff met these components.

Crane Bromberg. Law of Partnership, § 50(g), at 287 (1968). Lentz v. United States, 171 Ct.Cl. 537, 346 F.2d 570 (1965), upon which the Bank strongly relies in its presentation to the judges, did not hold that a partner or joint venturer has such actual authority to collect payment that it makes no difference whether the payer knows of or relies upon that authority, or even knows that the payees constitute a joint venture. Among other significant differences from the present case, the facts in Lentz showed that the Federal Government (unlike the Bank here) was amply on notice that it was dealing with a joint venture, and (again unlike the situation here) that the Government could properly on an already existing practice of having checks to the joint venture endorsed by only one member.

( Huston v. Newgass (1908), 234 Ill. 285, 290; Ryhiner v. Feickert (1879), 92 Ill. 305, 311. See also Link v. First National Bank (1942), 312 Ill. App. 502, 509; Grosberg v. Michigan National Bank — Oakland (1984), 420 Mich. 707, 715, 362 N.W.2d 715, 719; Lentz v. United States (1965), 346 F.2d 570, 171 Ct. Cl. 537; 68 C.J.S. Partnership § 161 (1950).) Section 9(1) of the Uniform Partnership Act (Ill. Rev. Stat. 1987, ch. 106 1/2, par. 9(1)) similarly provides:

We begin with the principle, long established in this state, that a partner has implied authority to indorse checks made payable to the partnership. See Kaufman v State Savings Bank, 151 Mich. 65, 68; 114 N.W. 863 (1908); First National Bank of Negaunee v Freeman, 47 Mich. 408, 411; 11 N.W. 219 (1882); Link v First National Bank of Chicago, 312 Ill. App. 502, 510; 38 N.E.2d 815 (1942); see also Lentz v United States, 346 F.2d 570 (C Cl, 1965); Anno: Bank's Liability to Nonsigning Payee, 47 ALR3d 537, 548. This principle is reinforced in § 9 of the Uniform Partnership Act, as enacted in this state:

Had Boyer desired to have exclusive control over negotiating checks made out to the venture, he could have incorporated such a provision in the joint venture agreement. See, Lentz v. United States (1965), 346 F.2d 570, 574, 171 Ct.Cl. 537. The fact the banks had no actual knowledge of the existence of all these facts prior to accepting the checks endorsed only by Twin Lakes is of no moment since (1) Boyer and Twin Lakes actually were engaged in a joint venture, and (2) Twin Lakes was authorized to endorse the checks of the venture. In current parlance, the Banks "lucked out."