# PROPERTY DEVELOPMENT JOINT VENTURE AGREEMENT
Date: 22 May 2034
Parties: Morrow Homes Ltd and Cedar Capital LLP
## 1. Purpose and parties
This property-development joint-venture agreement is dated 22 May 2034 between Morrow Homes Ltd (Morrow), a development company, and Cedar Capital LLP (Cedar), an investment vehicle. The parties will collaborate on the proposed redevelopment of 6 Willow Yard, Reading RG1 4DL, but do not intend to create a partnership or agency except where the written documents expressly say so.
## 2. Facts, scope and terms
Morrow will contribute site control, planning management and contractor procurement; Cedar will provide £360,000 in staged funding. The first drawdown is £120,000 on satisfaction of the conditions precedent, followed by £140,000 at the start of works and £100,000 when the roof is watertight. Funds must be held and applied only to the approved development budget.
## 3. Process and responsibilities
The target scheme is four flats and two small commercial units, subject to planning, building regulations, title, contamination, utilities and lender requirements. Neither party promises permission, construction cost or sale price. A project board with one representative from each party must approve the budget, material design changes, borrowing, related-party contracts and any sale below an independently supported valuation.
## 4. Evidence, records and safeguards
Morrow will procure competent professionals, maintain appropriate insurance, keep health-and-safety and construction records, and report monthly against a £1,050,000 total cost plan. Cedar will fund only approved calls and will promptly disclose any conflict. Any additional funding requires a written variation; a £60,000 contingency is included in the plan but is not permission to spend it without the board's approval.
## 5. Review, escalation and outcome
Net proceeds will be calculated after sale costs, taxes, repayment of approved third-party debt and return of unrecovered project costs. Cedar first receives its £360,000 funded capital; remaining distributable profit is then split 55% to Morrow and 45% to Cedar. This waterfall is not a guarantee of return, and losses, delay, insolvency and tax consequences may reduce or eliminate distributions.
## 6. Reservations and practical protections
A material breach has a 20-business-day cure period where capable of cure. The parties will seek a senior negotiation, then mediation in England, before urgent court relief or a claim. On termination, the board will secure the site, preserve records and obtain an independent account; neither party may take possession, sell assets or bind the other merely by asserting termination.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law and must be checked against title, shareholder or LLP approvals, planning, construction, tax, finance and insolvency advice. It is not a prospectus or regulated investment promotion. The agreed funding arithmetic is £120,000 + £140,000 + £100,000 = £360,000, within the £1,050,000 cost plan and its £60,000 contingency.