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Contract,(ii) if the Venturers elect to do so,
acquiring Lot 3 out of the referenced subdivision
upon terms and conditions approved by the
Venturer * * * (iii) renovating the Existing
Improvements (defined in Section 3.06) and
developing and improving the Property with the
Additional Improvements (also defined in Section
3.06) (the said renovation, development and
improvements being called the "Project") and (iv)
selling the Additional Improvements in
the ordinary course of the Venture's business.
The joint venture agreement delegated the management
of the venture to Dondi Properties as manager and sales
manager, and it appointed Value Plus to be development
manager. The joint venture agreement addressed the scope
of each partner's authority as follows:
Except as otherwise expressly and specifically
provided in this Agreement, none of the Venturers
shall have any authority to act for, or to assume
any obligations or responsibility on behalf of,
any other Venturer or the Venture.
On February 24, 1983, the joint venture agreement was
amended (First Amended Agreement), by substituting Dondi
Associates for Dondi Properties as a joint venturer. On
April 14, 1984, the joint venture agreement was again
amended (Second Amended Agreement) to permit petitioner
to become a joint venturer. The Second Amended Agreement
recites that Dondi Associates had sold, assigned, and
transferred a 40-percent undivided interest in the capital
and equity of the joint venture to petitioner. After this
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