JOHN H. GOSSETT D/B/A JOHN H. GOSSETT CONSTRUCTION COMPANY, APPELLANT,
v.
ST. PAUL FIRE AND MARINE INSURANCE COMPANY, A MINNESOTA CORPORATION, AND THE CITY OF HALLANDALE, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA FOR THE USE AND BENEFIT OF GEORGE E. MASSEY, ET AL., APPELLEES
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A joint venturer (Allen) assigned a judgment against his co-venturer (Gossett) arising from their joint construction venture, rather than satisfying it after payment. The court held that joint venturers owe fiduciary duties to each other and that payment by one venturer on a joint obligation satisfies the judgment, with recoupment available through accounting.
A joint venturer may not hold and enforce a judgment against a co-venturer on obligations arising from the joint venture business. When one venturer pays a judgment on behalf of the joint venture, the judgment should be satisfied. If the paying venturer contributes more than his pro rata share, he is entitled to recoupment through an accounting between the venturers.
[1] Joint venturers owe each other a duty of the highest loyalty and must deal with each other in utmost good faith, fairness, and honesty.
[2] A joint venturer's payment of a judgment against the joint venture should be considered payment on behalf of the venture, and the judgment should be satisfied.
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Join FLexlaw to unlock all legal intelligence“Joint venturers owe to one another, so long as the relationship continues, a duty of the finest and highest loyalty.”
Establishes the fundamental fiduciary duty binding joint venturers that prevents one from holding a judgment against the other.
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Join FLexlaw to unlock all legal intelligenceGossett and Allen were joint venture partners as general contractors on a public works project. Massey, a subcontractor, sued and obtained a consent j…
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OWEN, WILLIAM G, Jr., Associate Judge.
Appellant Gossett and one Joseph Allen were engaged in a joint venture as the general contractor on a public works project. Massey, a subcontractor, sued Gos-sett and the joint venture, which suit was settled by entry of a consent judgment against all defendants. Allen paid Massey the amount of the judgment, but instead of having the judgment satisfied, Allen took an assignment. Subsequently, he sought to enforce the judgment against Gossett. The latter appeals from denial of his motion to quash the assignment. The issue here is whether one joint venturer may hold and enforce a judgment against the other joint venturer and the joint venture itself, when the judgment arises out of the performance of the business of the joint venture and not out of any accounting between the joint venturers.
Joint venturers owe to one another, so long as the relationship continues, a duty of the finest and highest loyalty. Donahue v. Davis, 68 So. 2d 163 (Fla.1963). There is a fiduciary relationship between joint venturers requiring that they deal with each other in utmost good faith, fairness and honesty. Reaves v. Hembree, 330 So. 2d 747 (Fla. 1st DCA 1976). The duty to share in any losses which may be sustained means that each joint venturer must be responsible or liable for losses created by the venture and any liability to creditors or third parties. Phillips v. United States Fidelity & Guaranty Co., 155 So. 2d 415 (Fla. 2d DCA 1963).
When Allen paid to Massey the amount of the latter’s judgment, such payment should have been deemed payment on behalf of the joint venture, and consequently, the judgment should have been satisfied. If the amount which Allen paid was in excess of his pro rata share of the liability or loss, he would be entitled to recoupment at such time as an accounting was had between the joint venturers. The trial court, while apparently fully cognizant of the foregoing principles, erroneously concluded that a certain written agreement between the parties dated May 9, 1974 substantially altered their fiduciary relationship. This latter agreement simply recognized that out of certain funds due the joint venture, Allen was entitled to first priority for reimbursement of the amount paid on the judgment. This agreement, which established rights under an accounting at such time as one is had,1 did not alter the fiduciary relationship between the parties, nor lessen in any manner the degree of loyalty which each owed to the other. The order denying the motion to quash the assignment of the judgment is reversed.
REVERSED.
LETTS, C.J., and GLICKSTEIN, J., concur. . The record reflects that an accounting has not been had nor has either party sought one.
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de Ribeaux v. del Valle, 531 So. 2d 992 (Fla. 3d DCA 1988)…ship between [*994] the parties arose by virtue of the existence of the joint venture agreement. As joint venturers, De Ribeaux and Del Valle were required to deal with each other fairly and in good faith. Gossett v. St. Paul Fire & Marine Ins. Co., 427 So. 2d 386 (Fla. 4th DCA 1983); Reaves v. Hembree, 330 So. 2d 747 (Fla. 1st DCA 1976), cert. denied, 345 So. 2d 423 (Fla.1977). De Ribeaux stated a cause of action for breach of fiduciary duty. De Ribeaux also pled sufficient facts to state a cause of action f…
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Sheridan Healthcorp, Inc. v. Carl C. Amko, M.D., 993 So. 2d 167 (Fla. 4th DCA 2008)…e, there are disputed issues of fact as to the existence and common purpose of the joint venture. If a joint venture exists, the partners owe a fiduciary duty to each other. See Donahue, 68 So. 2d at 171; Gossett v. St. Paul Fire & Marine Ins. Co., 427 So. 2d 386, 387 (Fla. 4th DCA 1983) (“There is a fiduciary relationship between joint ven-turers requiring that they deal with each other in utmost good faith, fairness and honesty.”). The trial court did not apply this standard but instead relied on the corpo…
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In re Standard Jury Instructions IN Civil Cases & Standard Jury Instructions in Contract & Bus. Cases-Joint Report No. 18-01., 260 So. 3d 965 (Fla. 2018)…ourts have described the standard for a fiduciary's duty as being "the finest and highest loyalty," Donahue v. Davis, 68 So. 2d 163 (Fla. 1953), and "utmost good faith, [*972] fairness and honesty," Gossett v. St. Paul Fire and Marine Insurance Co., 427 So. 2d 386, 387 (Fla. 4th DCA 1983). The choice of the particular standard or standards will depend on the circumstances that give rise to the fiduciary duty. Other standards not listed in this instruction may apply. 2. A breach of fiduciary duty can be negli…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Donahue v. Davis, 68 So. 2d 163 (Fla. 1953)
- Reaves v. Hembree, 330 So. 2d 747 (Fla. 1st DCA 1976)
- Phillips v. United States Fid. & Guar. Co., 155 So. 2d 415 (Fla. 2d DCA 1963)