38–3. Joint Venture. Holiday Isle Resort & Marina, Inc., operated four restaurants, five bars, and various food kiosks at its resort in Islamorada, Florida. Holiday entered into a “joint-venture agreement” with Rip Tosun to operate a fifth restaurant, called “Rip’s—A Place for Ribs.” The agreement gave Tosun authority over the employees and “full authority as to the conduct of the business.” It also prohibited Tosun from competing with Rip’s without Holiday’s approval but did not prevent Holiday from competing. Later, Tosun sold half of his interest in Rip’s to Thomas Hallock. Soon, Tosun and Holiday opened the Olde Florida Steakhouse next to Rip’s. Holiday stopped serving breakfast at Rip’s and diverted employees and equipment from Rip’s to the steakhouse, which then started offering breakfast. Hallock filed a suit in a Florida state court against Holiday. Did Holiday breach the joint-venture agreement? Did it breach the duties that joint venturers owe each other? Explain. [Hallock v. Holiday Isle Resort & Marina, Inc., 34 Fla.L.Weekly D232, 4 So.3d 17 (2009)] (See Special Business Forms.)
