Plymouth Grain Terminals, LLC v. Lansing Grain Co., LLC, 2013 U.S. Dist. LEXIS 179185 (E.D. Wash. Dec. 20, 2013)

(plaintiffs were inter-related companies in the business of processing corn and feed ingredients and brokering grain between buyers and sellers; defendant grain company entered into a written corn marketing agreement (CMA) with one of the plaintiff companies, which was 98% owned by another of the plaintiff companies; plaintiffs, alleging that defendant breached the agreement by failing to provide profit and loss statements and depriving plaintiffs of profits, sued defendant for breach of contract, breach of fiduciary duty and other claims; defendant filed seven counterclaims, also alleging breach of contract; on cross-motions for summary judgment, the court ruled that, as a matter of law, a joint venture existed between the plaintiff party to the CMA and defendant; the fact that the parties called their agreement a “merchandising agreement” rather than a partnership did not preclude them from possibly forming a partnership as well; the court bifurcated plaintiff’s accounting claim (equity claim) from the remaining issues at law and set a bench trial for the accounting claim first, followed by a jury trial on the breach of contract and breach of good faith and fair dealing claims).