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Properties, Inc., violated, among other provisions, article VII, section 10 of the 1968 Florida Constitution. 246 So. 2d at 738. The land at issue was an artificial island, purchased by the port district decades earlier, which had been used primarily as an undeveloped recreation facility, a public landing, and anchorage.


Id. at 738-39. Although this Court did not discuss the details of the agreement, we framed the question presented as


whether or not the leasing of the property to a private concern for development at private expense violates the constitutional and statutory prohibition against the lending of the credit of the State for a private purpose, or whether or not the overall plan is prohibited by the organic law of the State.


Id. at 740. This Court noted that it was not faced with a financing scheme involving the issuance of revenue bonds or another form of public financing for the construction of a facility for a private concern's exclusive use and that "[n]o bonded indebtedness or monetary obligation of any kind attached to the Port District as a result of the lease." Id. We also observed that through the lease agreement, the district "did not become a joint owner or stockholder of the private tenant, nor did it lend, obligate or in any manner encumber its credit to the advantage of the tenant." Id. at 740-41. This Court explained, "The District's participation in the transaction is limited to that of a lessor and does not involve any responsibility for the financing, promotion or development of the proposed project." Id. at 741. We held that neither the spirit nor the letter of the







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constitutional prohibition was violated, observing that "the District has no financial responsibility and if all failed for the corporate tenant, the District would not bear any responsibility or obligation to the creditors nor would its ownership of the land be committed for such" and that "[the District's] interest and credit remain free from attachment." Id. This Court also explained that it did not find it necessary to determine whether the development of the leased property served a primarily public or private purpose. Id. at 740. We noted that the district was exercising a power conferred to it by the Port Facilities Financing Law (chapter 315, Florida Statutes), which provided in pertinent part that the powers conferred by it and the exercise of those powers were proper public and municipal purposes. Id. (citing §




315.14, Fla. Stat.). Fourth, in City of West Palm Beach v. Williams, 291 So. 2d 572 (Fla. 1974), this Court addressed whether a lease between the City of West Palm Beach and West Palm Beach Marina, Inc., a private corporation, violated article VII, section 10 of the 1968 Florida Constitution. Id. at 574-76. The agreement concerned property owned by the city which had been used in a proprietary capacity and consisted of a marina, gasoline service station, restaurant, and metered parking lot.


Id. at 574. Although we did not describe the details of the lease agreement, we framed the issue presented as "whether municipalities can lease public lands for private uses when the lease is not coupled with the issuance of bonds or with the







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acquisition of land by purchase or eminent domain." Id. at 576. This Court explained the principles governing the resolution of the issue:


Because the constitution requires that bonds be issued, public funds be spent and the power of eminent domain be exercised for public uses only, any lease agreement which requires that one of the above powers be exercised for a private use would necessarily be void. However, when none of the above powers need be exercised in order to proceed to the complete execution of the lease agreement, municipalities, when holding the legislative authority to do so, can lease public land for private uses.


Id. (citing Bannon, 246 So. 2d 737). We found that the city had both the general statutory authority and specific authority in its charter to lease the property. Id. at




577. This Court also noted that through the statutes providing general legislative authority to municipalities, the Legislature had determined that the lease of public lands for private purposes was a valid public purpose. Id. at 578. We further opined, "In fact, it would be beneficial in many instances to lease surplus public property for non-public purposes so that the citizens and taxpayers would realize some tax relief resulting from the income." Id. This Court ultimately found the lease agreement to be lawful and concluded that "where bonds are not issued, public funds are not spent, and the power of eminent domain is not exercised in furtherance thereof, a municipality can lease public land for private uses in accordance with legislative authority." Id.



In sum, in prior cases we have analyzed whether a lease or temporary conveyance of land from a public entity to a private entity violates article VII,







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section 10 of the 1968 Florida Constitution and the provision that immediately preceded it, article IX, section 10 of the 1885 Florida Constitution. However, as discussed below, in prior cases we did not determine the constitutionality of an agreement quite like the one challenged in this case.


Joint Ownership


The first question certified by the Eleventh Circuit asks whether the JAA is a joint owner with Majestic, thereby violating article VII, section 10 of the Florida Constitution. Jackson-Shaw II, 508 F.3d at 658. Jackson-Shaw contends that the agreement violates the prohibition against joint ownership because it requires a public body to invest public resources in a private development in exchange for revenue that depends largely on the financial success of the private company managing the development. Although Jackson-Shaw rejects the district court's reliance on the common law test for joint ventures, Jackson-Shaw also argues that to the extent the elements of a joint venture are relevant to the constitutional prohibition on joint ownership, those elements are met. In contrast, the JAA suggests that the common legal principles of partnerships and joint ventures are relevant to the definition of joint ownership and that the JAA is neither a partner nor a joint venturer under the agreement.




The district court determined that the agreement in the instant case did not violate the constitutional prohibition against joint ownership by ascertaining that it







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did not create a joint venture. Jackson-Shaw I, 510 F. Supp. 2d at 727-31. A joint venture is a legal relationship similar to a partnership but more limited in scope.


See Kislak v. Kreedian, 95 So. 2d 510, 514-15 (Fla. 1957). A joint venture "is created when two or more persons combine their property or time or a combination thereof in conducting some particular line of trade or for some particular business deal." Id. at 515. This relationship must arise out of a contract. Id. In order to create a joint venture, a contract must contain the following elements: "(1) a community of interest in the performance of the common purpose, (2) joint control or right of control, (3) a joint proprietary interest in the subject matter, (4) a right to share in the profits and (5) a duty to share in any losses which may be sustained."


Id.6 The absence of one of the elements precludes a finding of a joint venture.


USA Independence Mobilehome Sales, Inc. v. City of Lake City, 908 So. 2d 1151, 1158 (Fla. 1st DCA 2005) (citing Austin v. Duval County Sch. Bd., 657 So. 2d 945, 948 (Fla. 1st DCA 1995)). Moreover, in a joint venture, the parties have the right and authority to bind the others with reference to the subject matter of the joint venture. Kislak, 95 So. 2d at 516.















6. Sharing in losses "means that each party is responsible or liable for the losses created by the venture and is exposed to liability, if any, to creditors or third parties." S & W Air Vac Sys., Inc., v. Dep't of Revenue, 697 So. 2d 1313, 1316 (Fla. 5th DCA 1997) (citing Phillips v. U.S. Fid. & Guar. Co., 155 So. 2d 415, 419 (Fla. 2d DCA 1963)).








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The district court also discussed some partnership principles in determining whether the agreement established a joint venture. Jackson-Shaw I, 510 F. Supp. 2d at 727-31. Under Florida's Revised Uniform Partnership Act, "the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form a partnership." §




620.8202(1), Fla. Stat. (2006). Furthermore, a person who receives a share of the business's profits is presumed to be a partner, unless the profits were received in payment of rent, among other things. § 620.8202(3)(c)3., Fla. Stat. (2006).


In analyzing the agreement in the instant case in light of principles of joint ventures and partnerships, the district court rejected Jackson-Shaw's contention presented during oral argument that the term joint owner has a broader meaning than the terms joint venturer or partner. Jackson-Shaw I, 510 F. Supp. 2d at 731




n.38. The district court noted that the few Florida sources discussing the joint ownership prohibition likened the term to joint venture or partnership. Id. These sources are primarily opinions from the Florida Attorney General. See id. In one of the cited opinions, the Attorney General noted that the term joint ownership was not defined for the purpose of the constitutional prohibition. Op. Att'y Gen. Fla. 93-44 (1993). The Attorney General then defined the terms ownership and partnership and determined whether the questioned transaction met those definitions. See id. The Attorney General also noted that the person seeking the







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advisory opinion raised the issue of whether the arrangement constituted a " `joint venture' which would be constitutionally prohibited." Id. Applying the five elements of a joint venture, the Attorney General determined that it did not. Id. In another of the cited opinions, the Attorney General was asked by the person seeking the advisory opinion whether a city could "enter into a partnership with a private corporation for the delivery of natural gas service to the city's residents."


Op. Att'y Gen. Fla. 2002-07 (2002). The opinion noted that a corporation proposed a partnership whereby the city would share in the net revenues. Id.


Without particularly describing why the proposal violated the constitutional prohibition, the Attorney General advised that the city could not enter into the partnership. Id.


While the district court determined that the agreement did not violate the constitutional prohibition against joint ownership by finding that it did not establish a joint venture or partnership and several opinions of the Attorney General have also demonstrated similar approaches to such questions, we do not agree that the term joint owner necessarily equates to the term joint venturer or the term partner.7















7. Although the Attorney General used the terms joint venturer and partner to analyze the constitutional prohibition, it appears that, at least in part, the Attorney General was merely responding to the manner in which the questions were presented. The inquiring person addressed in one advisory opinion had asked about a joint venture, and the inquiring person in another opinion had asked about







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A court's task in constitutional interpretation follows principles similar to the principles of statutory interpretation. Zingale v. Powell, 885 So. 2d 277, 282 (Fla. 2004) (citing Coastal Fla. Police Benevolence Ass'n v. Williams, 838 So. 2d 543, 548 (Fla. 2003)). We have previously explained some of these principles as follows:


We agree with the petitioners that "[a]ny inquiry into the proper interpretation of a constitutional provision must begin with an examination of that provision's explicit language." Florida Society of Ophthalmology v. Florida Optometric Assn., 489 So. 2d 1118, 1119 (Fla. 1986). Likewise, this Court endeavors to construe a constitutional provision consistent with the intent of the framers and the voters.


Caribbean Conservation Corp. v. Fla. Fish & Wildlife Conservation Comm'n, 838 So. 2d 492, 501 (Fla. 2003).


By necessarily equating the term joint owner with the term joint venturer or the term partner, a court may ignore the provision's explicit language. The language of the constitutional prohibition provides that "[n]either the state nor any county, school district, municipality, special district, or agency of any of them, shall become a joint owner with, or stockholder of . . . any corporation, association,


a partnership. Op. Att'y Gen. Fla. 2002-07 (2002); Op. Att'y Gen. Fla. 93-44 (1993). Thus, to the extent that the Attorney General was simply responding to the precise questions presented, the advisory opinions may not reflect a decision to equate the term joint owner with the terms partner or joint venturer.








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partnership or person." Art. VII, § 10, Fla. Const. (1968). The language does not explicitly prohibit joint ventures or partnerships.


Furthermore, by necessarily equating the term joint owner with the term joint venturer or the term partner, a court may fail to examine whether those terms provide a meaning consistent with the intent of the framers. As discussed above, the 1885 prohibition against joint ownership was enacted in response to the State and local governments loaning their credit to and becoming interested in the organization and operation of commercial institutions that later failed and for which the government bodies became responsible for their debts and obligations.


See Bailey, 111 So. at 120. It was designed to protect public funds. See Mich.


Mut. Liab. Co., 174 So. 2d at 5-6. Like the 1885 prohibition, the 1968 prohibition was also designed to protect public funds. See Bannon, 246 So. 2d at 741.


Because an arrangement may fail the test for a joint venture if even one of the elements is not met, equating the term joint owner to joint venturer may fail to recognize joint ownership arrangements that jeopardize public funds but do not strictly meet the test for a joint venture.

In addition, although we have not explicitly defined the term joint owner in prior cases, in those cases in which we have directly addressed the prohibition against a public entity becoming a joint owner with, or stockholder of, a private entity we have been concerned with the nature of the relationship that would arise
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