Kennedy, Logan, and Morgan were avid hockey fans. They decided to put together an expression of interest for the purchase of a 50% interest in an NHL hockey team. They discussed some of the terms they wished to include in their proposal but did not come to an agreement as to the terms by which they were prepared to be bound. They also did not discuss the terms that would govern their relationship but all three understood that no member of the group could bind the others to any agreement during negotiations with the team owners. Over several months, the three put together a number of proposals but none were of interest to the owners. A short time later, Kennedy decided he no longer wished to pursue the joint acquisition and left the group. He did tell Logan and Morgan that he remained interested in acquiring a share in the team in the future should the opportunity arise. Logan and Morgan did not commit to including him as part of the group again and no conditions were imposed on any member of the group at the time of Kennedy’s departure.

Logan and Morgan developed a proposal based on a different ownership structure than that proposed before Kennedy’s departure. It involved the purchase of a 75% interest in both the team and the arena. Negotiations based on this proposal did not progress significantly until Logan and Morgan offered to purchase 100% of the team and the arena. When Kennedy learned that Logan and Morgan were negotiating to acquire full ownership of the Canucks, he asked them whether he could participate in the deal. They said “no.”

Logan and Morgan continued to negotiate with the team owners but were unable to reach an agreement. Kennedy, without informing Logan and Morgan entered into negotiations with the team owners and reached agreement to purchase 50% of the team and the arena with an option to purchase the remaining 50%. Ten days later, Logan and Morgan learned about the deal in the newspaper. They sued Kennedy alleging they had formeda partnership or joint venture with Kennedy and as a result Kennedy owed them a fiduciary duty, which he breached by acquiring an interest in the team and arena while Logan and Morgan were attempting to do the same. Was there a partnership or joint venture between Kennedy, Logan, and Morgan? Did Kennedy owe any duties to Logan and Morgan?