Attention Business Owners: Avoid Costly Partnership Disputes – Lessons from Fluor Corporation v Santos Ltd (2025)
Business Law: 30 September 2025
Author: Aaron Stewart - Our People
In 2025, the Supreme Court of Queensland delivered a high-profile decision in Fluor Corporation v Santos Ltd, highlighting the complexities of joint ventures and partnerships in business. This case is a wake-up call for business owners: unclear agreements and mismanaged responsibilities can escalate into expensive legal disputes.
Why This Matters for Your Business
- Agreements Need to Be Crystal Clear: The Fluor-Santos dispute demonstrates that even experienced companies can face significant challenges when contractual obligations are ambiguous. A well-drafted partnership agreement is your first line of defence. It sets out each partner’s roles, responsibilities, profit-sharing arrangements, decision-making authority, and procedures for resolving disagreements. Without it, misunderstandings can escalate quickly, leading to legal action and strained relationships.
- Partnership Agreements Are Critical: A partnership agreement is more than just a formality – it is the foundation of your business partnership. It helps prevent disputes by clearly outlining expectations and obligations. Key components include:
- Ownership and Profit Sharing: How profits and losses will be distributed among partners.
- Decision-Making Processes: Who makes which decisions and how votes are weighted.
- Dispute Resolution Procedures: Steps to follow if disagreements arise, including mediation or arbitration clauses.
- Exit Strategies: How partners can leave the business or sell their shares without disrupting operations.
Having a robust partnership agreement ensures that all partners are aligned and provides a clear roadmap if conflicts occur.
3. Fiduciary Duties Cannot Be Overlooked: Every partner has a legal and ethical duty to act in the best interests of the partnership. Breaching these duties, intentionally or unintentionally, can result in disputes and potential litigation. A strong partnership agreement helps define these duties and provides mechanisms to address breaches promptly.
4. Act Early to Protect Your Business: The longer a dispute lingers, the costlier and more damaging it becomes. Early intervention, negotiation, and professional guidance can prevent issues from escalating into full-blown litigation.
How Aitken Partners Can Help You
At Aitken Partners, we help business owners and partners protect their interests and resolve conflicts efficiently. Our Brisbane team has extensive experience in commercial litigation and partnership disputes, can provide practical guidance and representation, including:
- Drafting and reviewing comprehensive partnership agreements to prevent future disputes
- Advising on fiduciary duties and legal responsibilities
- Negotiating disputes to achieve fair outcomes without litigation
- Representing clients in Queensland courts when necessary
By establishing clear agreements and understanding your legal obligations, you can safeguard your business and maintain strong, productive partnerships.
Protect Your Business and Your Partnerships
If you are a business owner or partner and want to ensure your partnership is secure, don’t wait until a dispute arises. Contact Aitken Partners today at (03) 8600 6000 to discuss your situation and get expert advice tailored to your business needs. Our team helps clients navigate complex partnership challenges with confidence and clarity.