A clause in a joint venture agreement providing that consent to a change in control 'will not be unreasonably withheld' is not necessarily promissory; the use of the passive voice and the absence of cross-covenants may indicate it operates only as a proviso qualifying the consenting party's discretion, not as an active promise sounding in damages. Where a party seeking consent to a change in control also proposes a novation as an integral part of the transaction, the consenting party is not in breach for failing to respond until the requesting party provides the documentation necessary for an informed decision. The question of whether the promisee of such an obligation is the subsidiary joint venturer or the parent company guarantor remains unresolved, with the Chief Justice and the other members of the Court reaching different conclusions on this point.
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