Legal Framework for Preventing and Resolving Decision-Making Deadlocks in Joint Ventures, with Particular Emphasis on the Protection of Minority Partners

Document Type : Research Paper

Authors

1 Faculty member, faculty of law and political science, University of tehran

2 PhD candidate in oil and gas law, faculty of law ,, university of tehran (farabi college),

10.22054/jplr.2026.92802.3010
Abstract
Joint Venture contracts have evolved in response to the necessity of pooling capital and expertise, distributing risks, and enabling simultaneous participation in multiple projects. One of the most critical risks partners encounter in these partnership agreements is a decision-making deadlock (impasse); if left unresolved, it may lead to project suspension or even the collapse of the venture. Given the lack of an integrated theoretical framework and a systematic contractual model to circumvent this issue, this research, conducted through a descriptive-analytical method with a mixed approach, utilizing doctrinal analysis and the examination of sample contracts via library-based data collection, seeks to provide a multi-level contractual framework for the prevention and resolution of decision-making deadlocks. This framework integrates contractual, governance, third-party intervention, and exit mechanisms. The results indicate that designing an appropriate decision-making mechanism and classifying deadlock resolution strategies into various tiers serves as an efficient solution. While emphasizing the protection of minority partners' rights, this approach covers a comprehensive set of methods to be applied according to the specific circumstances and nature of the deadlock.

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Articles in Press, Accepted Manuscript
Available Online from 30 September 2026