This case asks us to examine, inter alia, whether a “joint venture” entered into by two separate businesses for purposes of meeting the City of Atlanta minority business enterprise “MBE” criteria formed a legal “partnership.” Because the facts of record do not demonstrate that a partnership relationship existed between the two businesses, we answer in the negative. Named-defendants Alex Cooley, Peter Conlon, and Stephen Selig, III are partners in the business of promoting music events in various venues in and around Atlanta; they formed several corporations in furtherance thereof, including named-defendants High Cotton, Inc. “HCI” and Southern Promotions, Inc. “SPI”. In the late 1980s, SPI and HCI created a Georgia joint venture, named-defendant Concert/Southern Chastain Promotions “C/S”, for the purposes of promoting and presenting live performance concerts at Chastain Park Amphitheater “Chastain” owned by the City of Atlanta the “City”. Jerry Dickerson Presents, Inc. “Dickerson”, a minority-owned concert promotion business, was not a party in C/S.
On December 21, 1990, C/S and named-defendant Robert W. Woodruff Arts Center d/b/a named-defendant Atlanta Symphony Orchestra the “Symphony” formed Chastain Ventures “Ventures” through a “Joint Venture Agreement” the “Agreement” for the “limited purposes of entering into a contractual arrangement with the City of Atlanta for a lease of the facilities at Chastain, subleasing the use of Chastain on certain dates to promoters.” In the Agreement, the Symphony and C/S contracted to share all liabilities and profits. The Agreement also states that the Symphony and C/S, agree that they will use their best efforts to ensure that the Joint Venture complies with the requirements of Article M, Minority and Female Business Enterprises . . . or any other minority business participation program which may subsequently be adopted by the City of Atlanta and the goals sent forth in the Lease, with respect to the production and promotion of Event Dates by minority business enterprises. In furtherance thereof, the Agreement states that,
