An unincorporated joint venture may be established by implication from the conduct of the parties, including the preparation of accounts, draft agreements, and course of dealing, even where no written joint venture agreement is signed by all parties. Fiduciary duties arise both during negotiation towards a joint venture and upon its formation. An estoppel defence will fail where the relief sought is wholly disproportionate to the detriment suffered, particularly where the party asserting estoppel is well-secured by other means. A party claiming both legal and equitable interests in joint venture property may sue for its full interest even where it has declared a sub-trust over part of that interest.
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