Management Clause
(90/10 Joint Venture Agreement) (Operating Member Manager Subject to Executive Committee or Board of Managers Approval)

Summary

This management clause may be included a real estate joint venture agreement when the operating member is the managing member of the joint venture, subject to the approval rights of an executive committee or board of managers, in certain circumstances. This clause includes practical guidance and drafting notes. In this clause, the term "Managing Member" is what is commonly referred to as the minority and operating member of the joint venture and the "Investor Member" is what is commonly referred to as the majority and capital member of the joint venture. A common equity split for a real estate joint venture is for the managing member to contribute 10% of the equity and the investor member to contribute 90% of the equity, though this is subject to the negotiation of the parties. The capitalized terms and section references used in this clause should be conformed to the relevant joint venture agreement. See Limited Liability Company Operating Agreement (Real Estate Joint Venture) for additional clauses and definitions to be contained in a joint venture agreement. See Key Provisions in Joint Venture Agreements — Management for guidance on management provisions in joint venture agreements. For a major decisions clause see Major Decisions Clause (90/10 Joint Venture Agreement). For a full listing of key content covering dispute resolution in construction, see Real Estate Joint Venture Resource Kit (90/10 Real Estate Joint Venture).