In what circumstances will a court invalidate a joint venture agreement?

Nevertheless, "`[t]he law does not favor but leans against the destruction of contracts because of uncertainty; and it will, if feasible, so construe agreements as to carry into effect the reasonable intentions of the parties if that can be ascertained.'" (Cal. Lettuce Growers v. Union Sugar Co. (1955) 45 Cal.2d 474, 481.) Accordingly, the court will infer unexpressed contract provisions that can be objectively determined from the circumstances of the particular case. (Id. at p. 482.)

"A joint venture is `an undertaking by two or more persons jointly to carry out a single business enterprise for profit. [Citations.]'" (Weiner v. Fleischman (1991) 54 Cal.3d 476, 482.) In general, a joint venture exists when there is an agreement between the parties under which they have a joint interest in a common business undertaking, an understanding as to the sharing of profits and losses, and joint participation in the conduct of the business. (Connor v. Great Western Sav. & Loan Assn. (1968) 69 Cal.2d 850, 863.)