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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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through a proposed arrangement. See Mich. Mut. Liab. Co., 174 So. 2d at 4-6 (evaluating the nature of the proposed relationship and looking to the character of the insurer and the terms of a proposed contract of insurance between the Board of Public Instruction and a mutual insurance company and finding that the proposed agreement did not violate the constitutional prohibition); State v. Dade County, 142 So. 2d 79, 82-83, 88 (Fla. 1962) (holding that the sale of common stock of privately owned transportation systems to a county did not violate the constitutional prohibition where the companies in question would be dissolved at the closing of the transaction and the county would then own the transportation systems and all their physical properties); Brautigam, 64 So. 2d at 782, 784 (finding that a transaction by which a county would acquire title to lands owned by a private club by entering into a purchase agreement with the club's holders of "participating ownership certificates," acquiring the property, dissolving the club, and vesting title to the lands in the county did not violate the constitutional prohibition); State v. City of Key West, 14 So. 2d 707, 708-09 (Fla. 1943) (holding that an ordinance authorizing a city to acquire controlling capital stock of an electric company and the procedure proposed under the ordinance would make the city a stockholder in a corporation in violation of the constitutional prohibition).


Keeping in mind the actual language used in the constitutional prohibition and the purpose of the prohibition as well as the nature of the relationship that will







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arise under the agreement, the question is whether the agreement between the JAA and Majestic violates the constitutional prohibition against joint ownership.


As this Court's holdings in Williams and Bannon reflect, a lease by a public entity to a private entity is not per se invalid under article VII, section 10 of the 1968 Florida Constitution. See Williams, 291 So. 2d at 578; Bannon, 246 So. 2d at 740-41.8 Because such arrangements are not per se invalid, a public entity thus does not become a joint owner with a private entity merely by entering into a lease.


However, Jackson-Shaw argues that unlike the public bodies in Williams and Bannon, the JAA has undertaken financial responsibility and will suffer serious losses. Cf. Williams, 291 So. 2d at 578 (suggesting that public funds were not spent by the municipality in leasing public land to a private corporation); Bannon, 246 So. 2d at 741 (observing that the district's participation was limited to that of a lessor and did not involve responsibility for the financing, promotion, or development of the proposed project and that the district would bear no responsibility to the corporate tenant's creditors and its ownership of the land would not be committed for such if the corporate tenant failed).














8. To the extent that this Court may have suggested in Raney that a lease to a private entity for profit necessarily violates the constitutional prohibition, see Raney, 88 So. 2d at 151, we rejected such a proposition in later cases such as Williams and Bannon.
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