Hooker Chemicals & Plastics Corp. v. International Minerals & Chemical Corp.

• Decision Date: 09 November 1982
• Citation: 90 A.D.2d 991,456 N.Y.S.2d 587
• Court: New York Supreme Court — Appellate Division
• Parties: HOOKER CHEMICALS & PLASTICS CORP., Respondent, v. INTERNATIONAL MINERALS & CHEMICAL CORPORATION, Appellant.

Page 587

456 N.Y.S.2d 587

90 A.D.2d 991

HOOKER CHEMICALS & PLASTICS CORP., Respondent, v. INTERNATIONAL MINERALS & CHEMICAL CORPORATION, Appellant.

Supreme Court, Appellate Division,

Fourth Department.

Nov. 9, 1982.

Damon, Morey, Sawyer & Moot, Buffalo and White & Case, New York City by Richard E. Moot, Syracuse, for appellant.

Phillips, Lytle, Hitchcock, Blaine & Huber by Paul B. Zuydhoek, Buffalo, for respondent.

Before SIMONS, J.P., and CALLAHAN, DOERR, BOOMER and MOULE, JJ.

MEMORANDUM:

In January 1972 plaintiff and defendant entered into a joint venture agreement for the production of all or a portion of their respective requirements of caustic potash, chlorine and hydrogen. The agreement was one of a series of contracts whereby plaintiff and defendant agreed to operate a facility on plaintiff's property, utilizing a secret technique developed by defendant for the production of caustic potash.

The parties conducted business pursuant to the joint venture agreement for approximately ten years. On July 8, 1981 plaintiff's president met with defendant's president to discuss plaintiff's desire to terminate the venture. However, no agreement was reached with respect to terminating the joint venture. In August 1981 plaintiff sought a declaration that the agreement is terminable at the will of either party.

Section 15 of the joint venture agreement provides that "[t]his agreement shall continue without limitation as to time unless terminated by mutual consent of the parties or upon action of either party pursuant to Section 14 or this Section 15, or by purchase of the other's interest in the Plant."

These sections provide for termination upon judicial dissolution of the venture, the inability of plaintiff to conform the facility to antipollution standards, the encumbrance by one party upon the interest of the other, or the requirement that within a one-year period either party makes a capital contribution in excess of $300,000.

The integration clause of the joint venture agreement provides that: This agreement with the Exhibits hereto contains the entire understanding of the parties with respect to the joint venture established hereby, there being no other understandings, oral or written, between them with respect thereto, and none of the provisions of this agreement may be amended or waived except by written instrument signed by duly authorized representatives of both parties. No waiver of any default shall be deemed or construed to be a waiver of any other or subsequent default.

Special Term, considering solely the language of the joint venture agreement, found that the agreement is terminable at will and granted partial summary judgment to plaintiff.

A joint venture is subject to the same rules as a partnership (Hardin v. Robinson, 178 App.Div. 724, 162 N.Y.S. 531, affd. 223 N.Y. 651, 119 N.E. 1047). Dissolution of a partnership is caused, without violation of the agreement, by the express will of any...