Elizabeth Fisher v. Cynthia Tice, 692 F. App'x 54

Plaintiffs Elizabeth Fisher and Wendy Krivit sued Cynthia Tice alleging an oral joint venture concerning a chocolate product and asserted breach of contract and breach of fiduciary duty after Tice later started her own chocolate company.
The district court granted summary judgment for Tice; Plaintiffs appealed. The Second Circuit reviewed the grant of summary judgment de novo.
Key factual events: a July 2010 email exchange in which Fisher and Tice agreed to “go our separate ways,” followed by nearly two years of no communication about the venture and no work by Fisher on the project.
In 2012 Tice began selling naturally sweetened chocolate through a new company; Plaintiffs claimed this breached the joint venture duties and misused venture intangibles.
Krivit claimed she was part of the joint venture but had only agreed to share expenses for her design work, not to share losses of the enterprise.
The Second Circuit affirmed: it held the joint venture had been terminated in 2010; therefore no contract or fiduciary duties survived to 2012, and Krivit was not a joint venturer under New York law because she did not agree to share losses.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a joint venture existed when Tice started her company	Fisher: venture still existed in 2012; Tice breached duties by starting her company	Tice: the July 2010 email and subsequent silence manifested an unequivocal election to end the at‑will joint venture	The court held the 2010 communications and prolonged inactivity dissolved the venture; no reasonable jury could find it existed in 2012
Whether Tice breached contract or fiduciary duties by selling chocolate in 2012	Fisher: Tice’s new business used venture ideas and breached contractual/fiduciary obligations	Tice: obligations ended with venture’s termination in 2010; no assets or winding up meant no duties to breach	The court held no breach because the joint venture had terminated in 2010 and there were no surviving obligations or assets to divide
Whether intangible business ideas from the venture were protected	Fisher: Tice misappropriated venture intangibles to start new company	Tice: ideas were generic and not restricted by any agreement	The court held plaintiffs made no showing of an agreement restricting future use of those ideas; claim fails
Whether Krivit was a joint venturer under New York law	Krivit: she participated and should be treated as a joint venturer	Tice: Krivit never agreed to share in business losses, an essential element of a joint venture	The court held Krivit was not a joint venturer as she did not agree to bear losses beyond sharing design expenses

Scholastic, Inc. v. Harris, 259 F.3d 73 (2d Cir.) (at‑will joint venture may be dissolved by an unequivocal election; dissolution can be by conduct or words)
Dinaco, Inc. v. Time Warner, Inc., 346 F.3d 64 (2d Cir.) (New York law requires agreement to share profits and make good losses for a joint venture)
Eternity Global Master Fund Ltd. v. Morgan Guar. Trust Co. of N.Y., 375 F.3d 168 (2d Cir.) (plaintiff must prove existence of an agreement to establish breach of contract)
Gramercy Equities Corp. v. Dumont, 534 N.Y.S.2d 908 (N.Y. Sup. Ct.) (dissolution of ventures can occur by conduct; cited regarding termination by manifestation)