Getting an AI-drafted joint venture agreement checked

A joint venture agreement produced with an AI drafting tool may describe a US-style joint venture LLC, a general partnership or a contractual collaboration without settling which, and may leave two businesses carrying on a business in common with joint liability for each other's acts. It may also allocate the venture's intellectual property jointly, which under English law neither party can then exploit alone, and restrict the parties' competition in ways that need checking against competition law. I review the agreement against the Partnership Act 1890, the Companies Act 2006 and the Competition Act 1998, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales that have drafted a joint venture agreement using an AI tool, for a jointly owned company, a contractual venture or a shared project with another business, and want it checked and corrected before it is signed. The review is of the client's own document and, for a corporate venture, includes reading it against the venture company's articles.

What the review checks in an AI-drafted joint venture agreement

The structure the draft describes and the partnership it may create

The review identifies whether the venture is a company owned by the parties, a limited liability partnership, or a contractual arrangement, since an AI draft may mix the three. Two businesses carrying on a business in common with a view of profit are partners under section 1 of the Partnership Act 1890 whether or not the draft says so, with joint liability under section 9, so a contractual venture needs an express statement that no partnership is created and that neither party can bind the other, and a corporate venture needs the articles and a shareholders' agreement built on the Companies Act 2006.

US corporate concepts and the English equivalents

An AI draft may refer to an operating agreement, managers, membership interests, capital accounts and a board of managers, or to bylaws and stockholders. For a corporate venture the English structure is the articles of association, directors appointed under the shareholders' agreement with removal by ordinary resolution under section 168 of the Companies Act 2006 protected by contract, reserved matters, and the unfair prejudice remedy under section 994 as a backstop. The review rebuilds the governance on that structure and coordinates the agreement with the articles, which are changed by special resolution under section 21.

Contributions, funding and what happens when a party stops paying

The review checks each party's contribution, cash, assets, licences, staff and customers, how non-cash contributions are valued, the funding obligations after the initial contribution, and the consequence of a party failing to fund: dilution, a loan from the other party, or a buy-out. An AI draft may provide for capital calls on a US model without the mechanics for issuing shares or adjusting the parties' interests under English company law, and the review supplies them.

Intellectual property: background, foreground and joint ownership

An AI draft may vest all intellectual property developed in the venture in the parties jointly, and under section 10 of the Copyright, Designs and Patents Act 1988 co-owners of copyright cannot exploit the work without each other's consent. The review keeps each party's background rights with it under a licence to the venture, allocates foreground rights to the venture company or to one party with a licence to the other, provides for assignments in writing under section 90, and drafts the confidentiality provisions to the standard of the Trade Secrets (Enforcement, etc.) Regulations 2018. Where a patent is involved, the patent is a matter for a patent attorney regulated by IPReg.

Competition law: the venture between competitors

A joint venture between competitors, and the non-compete, exclusivity and information-sharing provisions in it, are agreements between undertakings that may restrict competition within section 2 of the Competition Act 1998 where they go beyond what the venture needs. The review confines the non-compete to the venture's business and territory for its life, limits the information exchanged between competing parents to what the venture requires, and checks that a venture of sufficient size does not engage merger control under the Enterprise Act 2002, which is a matter to raise before signature.

Control, deadlock, exit and the boilerplate

The review drafts the reserved matters, board composition and information rights, a deadlock procedure ending in a buy-sell mechanism or a wind-up, transfer restrictions and pre-emption, exit on breach, insolvency, change of control or after a minimum period, a valuation method, and what each party takes away, including a licence to foreground rights it needs. It replaces the US boilerplate with English law and jurisdiction, provides for execution as a deed where required under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989, and applies the Late Payment of Commercial Debts (Interest) Act 1998 to sums due between the parties.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted JV agreement does not say whether we are forming a company. Does it matter?

It does: without a company, two businesses carrying on a business in common are partners with joint liability for each other's acts, whatever the document is called. The review identifies the structure you intend, states it, and drafts the agreement for it.

The draft says all IP developed in the venture is jointly owned. Is that a problem?

Under English law co-owners of copyright cannot exploit the work without each other's consent, so joint ownership can leave neither party able to use what the venture created. The review allocates foreground rights to the venture company or to one party with a licence to the other.

We and our JV partner compete. Can the agreement stop us competing with the venture?

Within limits: a non-compete confined to the venture's business and territory for its life can be justified as ancillary to the venture, while a wider restriction or an exchange of pricing and strategy between the parents can breach the Competition Act 1998. The review draws the lines.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Shareholders agreement, £995
• Reviewing a joint venture agreement
• Getting an AI-drafted shareholders agreement checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.