Who Does What: Roles, Contributions & the Management Committee

A JV succeeds or fails on clarity — who is responsible for what, and who decides. Sort this out before the first shovel.

Contributions: what each partner brings

Spell these out in dollars and specifics:

• Capital / working capital — cash to fund early costs before the owner pays.
• Bonding — whose surety bonds the job, and how the indemnity is shared.
• Equipment — owned or rented, and at what rate the JV "pays" the owner of it.
• Key personnel — the project manager, superintendent, estimator, safety lead — by name.
• Licenses & qualifications — whose contractor license and past performance qualify the team.

The management committee

Most JVs are run by a management (policy) committee with members from each partner. It sets budgets, approves major change orders and claims, hires/fires key staff, and resolves disputes. Voting is often tied to participation %, but major decisions are frequently made unanimous to protect the minority partner.

The sponsor / managing partner

One partner is usually the sponsor (managing partner) who:

• Holds the JV bank account and keeps the books.
• Is the main point of contact with the owner.
• Runs day-to-day field operations.

The other partner still has committee oversight and audit rights — being the non-sponsor doesn't mean being in the dark.

Sharing people without friction

The fastest way to sour a JV is confusion over staff. Good agreements state: who each key person reports to, whose payroll they're on, and how their cost is charged to the JV. Put it in writing.

Going Deeper (Intermediate)

Define who does what before bidding: each partner's roles, their contributions (capital, equipment, labor, bonding, expertise), and the management committee that makes decisions. Ambiguity here is how JVs blow up mid-project.

Advanced / Pro-Level

The governance machinery:

• Management committee — voting rights (often by ownership %, with unanimous consent required for big items like cost overruns, claims, or hiring).
• Sponsoring/managing partner runs day-to-day operations.
• Contribution accounting — staff and equipment supplied by partners are charged to the JV at agreed rates.
• Deadlock resolution and an exit/buyout mechanism for a partner that defaults. Clear roles + a real decision process keep the venture from stalling when something goes wrong.

Practice Challenge

Mid-job the JV partners disagree on whether to pursue a $1M claim and decisions require unanimous consent — they deadlock. What should the agreement have included? (Answer: a deadlock-resolution mechanism (e.g., mediation, a tiebreak, or buyout) and clear voting thresholds — without it the JV freezes; governance must anticipate disagreement, not assume harmony.)

In Practice

Both partners assume the OTHER is providing the project manager — and no one does. Spelling out every contribution and who decides what prevents these gaps.

Common Mistakes to Avoid

• Leaving contributions/roles vague
• No clear decision-making process
• Promising staff without naming them

Takeaway: Spell out every contribution and decision in writing — vagueness is what sinks joint ventures.