Joint Venture Claims Fail Without Allegations of Profit-and-Loss Sharing; No Fiduciary Duty Pass-Through from Corporate Manager to Individual Officers

In Enosis Investments v. Jensen, the Business Court's Third Division granted early resolution under Rule 166(g), holding that plaintiffs failed to plead a joint venture because they did not allege an agreement to share both profits and losses, and that written company agreements disclaiming joint ventures and containing integration clauses independently defeated the claim. The court further held that while a manager of manager-managed LLCs may owe fiduciary duties to the LLCs, a corporate manager's fiduciary duty does not pass through to its individual officers and owners absent grounds for piercing the corporate veil.