- 23 -
these obligations, the Joint Venturers shall
contribute, in the same proportion as they share
profits and losses, the capital necessary to pay such
obligations in full. Thereafter, all moneys in the
capital accounts of the Joint Venturers shall be paid
to the Joint Venturers respectively entitled thereto.
Then the remaining assets shall be divided according to
the proportionate interests of the Joint Venturers on
the basis that they share in profits and losses on the
date of such dissolution * * *.
During March 1983, Berberich, as general partner of JDP, and
Whittaker, as president of HJI, executed an amendment to the
option and joint venture agreement that, among other things,
changed the distribution of profits after recoupment to 66-2/3
percent to JDP and 33-1/3 percent to HJI. The amendment to the
option and joint venture agreement in addition gave JDP the right
and option between November 1, 2011, and December 31, 2011, to
require HJI to purchase all of JDP's interest and rights in the
joint venture.
For convenience, we shall use the name "Turtleback Jojoba
Venture" hereinafter to refer to the joint venture that HJI and
JDP agreed to form pursuant to the option and joint venture
agreement.
d. The Farm Lease
On December 31, 1981, HJI entered into a farm lease with
Whittaker Jojoba Corporation (Whittaker Jojoba).8 Under the farm
8 Whittaker formed Whittaker Jojoba during 1981. Until it was
merged into HJI in 1982 or 1983, Whittaker Jojoba owned the land
and plants allocated to JDP pursuant to the various agreements
that the respective parties entered into on Dec. 31, 1981.
(continued...)
Page: Previous 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 NextLast modified: May 25, 2011