Date: Apr 16, 2026

Pleading an Oral Joint Venture for Crypto Profits Requires Concrete Allegations of Capital Contribution, Joint Control, and Profit/Loss Sharing

Introduction

In Tesla v. Pelinkovic (2d Cir. Apr. 13, 2026) (summary order), Plaintiff-Appellant Matthew Tesla sued his close friend, Drgut “Doug” Pelinkovic, related individuals, and Crotona Avenue Builders, LLC, asserting nine New York-law claims tied to an alleged oral partnership/joint venture in a cryptocurrency investment enterprise. Tesla alleged he helped set up “cold storage,” advised on crypto, and agreed to “backstop” losses, and in return was entitled to a share of profits that Pelinkovic purportedly liquidated and sheltered. The Southern District of New York dismissed under Rule 12(b)(6), and the Second Circuit affirmed.

The appeal raised a recurring modern problem: when informal, friendship-based arrangements (here, around crypto investing) can support formal business duties and profit-sharing rights under New York partnership/joint venture doctrine, and what a plaintiff must plead to survive a motion to dismiss.

Summary of the Opinion

No plausible joint venture/partnership. The court held Tesla failed to plead essential elements—particularly meaningful contribution, joint control, and an agreement to share losses.
Promissory estoppel failed. No “clear and unambiguous promise” by Pelinkovic to share profits or enter a business relationship was plausibly alleged.
Unjust enrichment failed as duplicative. The unjust enrichment theory rested on the same facts as the defective joint venture claims and could not cure those defects.
Debtor-and-creditor/voidable transfer and conversion theories failed. These claims depended on Tesla being a “creditor,” which in turn depended on a viable underlying right to payment; none was plausibly pleaded.
Dismissal with prejudice affirmed. Amendment was deemed futile because Tesla did not explain concretely how new allegations would cure the identified deficiencies.

Note: The decision is a nonprecedential “summary order,” but it is still instructive as to how the Second Circuit applies New York joint venture pleading standards at the Rule 12(b)(6) stage.

Analysis

Precedents Cited

1) Pleading standards and appellate review framing

Olson v. Major League Baseball, 29 F.4th 59 (2d Cir. 2022): supplied the standard of de novo review and the requirement to accept well-pleaded facts while drawing reasonable inferences for the plaintiff on a motion to dismiss.
Hamilton v. Westchester Cnty., 3 F.4th 86 (2d Cir. 2021): reinforced that courts need not credit “conclusory allegations or legal conclusions couched as factual allegations,” which was critical to the court’s treatment of the vague “backstop” allegation.
Hack v. President & Fellows of Yale Coll., 237 F.3d 81 (2d Cir. 2000), abrogated on other grounds by Swierkiewicz v. Sorema N.A., 534 U.S. 506 (2002): used for the proposition that Rule 12(b)(6) tests the complaint, not facts added in appellate briefing—blocking Tesla’s attempt to “fix” his loss-sharing allegations on appeal.
Friedl v. City of New York, 210 F.3d 79 (2d Cir. 2000): similarly emphasized that allegations in briefs cannot amend a complaint.

2) Joint venture/partnership elements under New York law

Scholastic, Inc. v. Harris, 259 F.3d 73 (2d Cir. 2001): confirmed that joint ventures are treated the same as partnerships under New York law, allowing the court to apply partnership principles to the alleged “joint venture.”
Itel Containers Int'l Corp. v. Atlanttrafik Express Serv. Ltd., 909 F.2d 698 (2d Cir. 1990): provided the canonical five-element test—(1) specific profit enterprise agreement, (2) intent to be joint venturers, (3) contribution, (4) joint control, and (5) sharing of profits and losses—and the court’s key emphasis: “All of these elements must be present.”
Hammond v. Smith, 151 A.D.3d 1896 (4th Dep’t 2017): supported the inference that absence of capital contribution “strongly suggests” no partnership.
Anderson v. Kernan, 133 A.D.3d 1234 (4th Dep’t 2015): cautioned that acting “in concert” toward an objective is not enough to establish a joint venture agreement—helpful to rebut Tesla’s reliance on generalized assistance/advice.
Dinaco, Inc. v. Time Warner, Inc., 346 F.3d 64 (2d Cir. 2003), quoting Steinbeck v. Gerosa, 4 N.Y.2d 302 (1958): underscored that loss-sharing is “indispensable”—a central basis for affirming dismissal where Tesla alleged, at most, an unclear “backstop.”

3) Fiduciary-duty abandonment and baseline elements

Niagara Mohawk Power Corp. v. Hudson River-Black River Regulating Dist., 673 F.3d 84 (2d Cir. 2012): applied waiver/abandonment doctrine when a claim is referenced only perfunctorily on appeal.
Johnson v. Nextel Commc'ns, Inc., 660 F.3d 131 (2d Cir. 2011): supplied basic elements of breach of fiduciary duty and supported the court’s point that a “close personal relationship” alone typically does not create fiduciary obligations absent a qualifying relationship.

4) Promissory estoppel and unjust enrichment guardrails

Kaye v. Grossman, 202 F.3d 611 (2d Cir. 2000): set the three elements of promissory estoppel, especially the need for a “clear and unambiguous promise,” which the complaint lacked.
Pauwels v. Deloitte LLP, 83 F.4th 171 (2d Cir. 2023): provided the modern articulation of unjust enrichment elements.
Corsello v. Verizon N.Y., Inc., 18 N.Y.3d 777 (2012): supplied the principle that unjust enrichment cannot be used to duplicate or replace defective tort/contract theories.
Philip S. Schwartzman, Inc. v. Pliskin, Rubano, Baum & Vitulli, 215 A.D.3d 699 (2d Dep’t 2023): reinforced that when unjust enrichment rests on the same facts as other defective claims, it cannot “remedy the defects.”

5) Contract definiteness (raised as an attempted alternative theory)

Cobble Hill Nursing Home, Inc. v. Henry & Warren Corp., 74 N.Y.2d 475 (1989): cited for the rule that an agreement must be reasonably certain in its material terms to be enforceable—undercutting Tesla’s late-emerging “simple contract” framing.

6) Futility and leave to amend

Panther Partners Inc. v. Ikanos Commc'ns, Inc., 681 F.3d 114 (2d Cir. 2012): supplied the standard of review—abuse of discretion, but de novo for futility determinations rooted in law.
Pyskaty v. Wide World of Cars, LLC, 856 F.3d 216 (2d Cir. 2017): stated that amendment is futile if it fails to cure deficiencies or still fails under Rule 12(b)(6).
TechnoMarine SA v. Giftports, Inc., 758 F.3d 493 (2d Cir. 2014), and Horoshko v. Citibank, N.A., 373 F.3d 248 (2d Cir. 2004): required a plaintiff seeking leave to amend to specify what new facts would be added and how they would make the pleading viable.

Legal Reasoning

1) Why the alleged joint venture/partnership was implausible

Contribution: The complaint did not allege Tesla “contributed any capital at all,” and it did not plead commingling of property or interests. Assistance like setting up cold storage and giving general advice was described as too “vague” to infer a business-forming intent or legally meaningful contribution to a joint venture.
Joint control: The court found no plausible inference of joint management—no allegations that Pelinkovic had to follow Tesla’s advice, and an alleged multi-year gap in communications about the investments after the initial purchase and storage setup.
Loss sharing: The “backstop” allegation was indeterminate. The court treated it as conclusory because it could mean Tesla assumed all losses rather than that the parties agreed to share losses—fatal under Dinaco/Steinbeck.

Because Itel Containers Int'l Corp. v. Atlanttrafik Express Serv. Ltd. requires all elements, failure on any one—here, multiple—required dismissal of all claims that depended on the partnership/joint venture relationship (application for partnership property, accounting, and breach of the partnership/joint venture agreement).

2) Promissory estoppel: “clear and unambiguous promise” missing

Under Kaye v. Grossman, promissory estoppel needs a definite promise. The court found no well-pleaded promise that Pelinkovic agreed Tesla would receive crypto investment profits, as opposed to friendship, informal help, or aspirational discussions.

3) Unjust enrichment: cannot duplicate or rescue defective theories

Even if Tesla’s expertise benefited Pelinkovic, the unjust enrichment claim was pleaded as a repackaging of the same joint-venture narrative: Tesla’s knowledge and “shield” of a loss guarantee supposedly enabled Pelinkovic to profit. Because the pleaded enrichment theory depended on the same failed premise (a business relationship giving rise to Tesla’s entitlement), Corsello v. Verizon N.Y., Inc. and Philip S. Schwartzman, Inc. v. Pliskin, Rubano, Baum & Vitulli supported dismissal.

4) Debtor-and-creditor and voidable transfer claims: no underlying “right to payment”

Tesla’s New York Debtor and Creditor Law theories required him to be a “creditor” with a “claim” (a “right to payment” under N.Y. Debt. & Cred. Law § 270(c), (d)). Tesla effectively conceded those claims rose or fell with the underlying substantive claims. Once the court held no viable underlying entitlement to payment was pleaded, the creditor-based claims necessarily failed.

5) Dismissal with prejudice: amendment requires specificity

Tesla’s offer to add “further detail” (including community dynamics and alleged control/expenses) was deemed too general. Applying TechnoMarine SA v. Giftports, Inc. and Horoshko v. Citibank, N.A., the court required a concrete proffer of new, curative facts—especially given the repeated amendments already undertaken and the nature of the missing elements (control, loss sharing, and definite terms).

Impact

Heightened practical discipline for informal “crypto venture” pleadings: Plaintiffs alleging oral profit-sharing around crypto investing should expect courts to demand specific allegations showing (i) what each party contributed (not merely advice), (ii) how investment decisions were jointly controlled, and (iii) exactly how both profits and losses were allocated.
“Backstop” language is not self-defining: Vague assurances to cover losses will be treated as conclusory unless the complaint pleads concrete terms (scope, trigger, allocation, and mutuality).
Equitable claims won’t substitute for missing elements: The order reinforces that promissory estoppel and unjust enrichment cannot serve as catch-alls where the complaint fails to plead a definite promise or a non-duplicative enrichment theory.
Fraudulent transfer/voidable transfer pleading depends on a real claim: Litigants attempting to use debtor-creditor statutes as leverage must still plausibly plead the underlying “right to payment,” not merely the existence of a lawsuit.
Amendment strategy matters: On appeal (and often in district court), broad statements that one “can provide more detail” are insufficient; litigants should be prepared to identify specific new facts and tie them directly to the missing legal elements.

Complex Concepts Simplified

Joint venture vs. partnership (New York): New York largely treats them the same for liability and formation analysis. To plead one, you must allege an actual business agreement—who does what, who controls what, and how money (profits and losses) is shared.
“Joint control”: Not merely offering suggestions. It means both parties have some managerial authority or decision-making power over the enterprise—e.g., jointly selecting assets, approving trades, controlling accounts, or having agreed governance rules.
“Sharing losses”: Courts look for mutual exposure to downside risk. A one-sided guarantee or an unclear promise to cover another’s losses is not necessarily “sharing,” and without a pleaded loss-allocation term, a partnership/joint venture claim often fails.
Promissory estoppel: A narrow substitute when no enforceable contract exists: there must be a definite promise, reasonable reliance, and resulting injury. Ambiguous assurances or friendship-based expectations typically do not qualify.
Unjust enrichment (and “duplicative” claims): Unjust enrichment is an equitable remedy to prevent unfair retention of benefits. But if it simply restates the same story as other claims (especially ones that fail due to missing elements), courts often dismiss it as duplicative.
Voidable transfer / fraudulent conveyance and “creditor” status: These statutes protect those with a right to payment. If you cannot plausibly plead that the defendant owes you money, you generally cannot proceed on a theory that the defendant transferred assets to avoid paying you.

Conclusion

Tesla v. Pelinkovic illustrates that New York-law claims to crypto profits framed as an oral partnership/joint venture will fail at the pleading stage unless the complaint concretely alleges the classic partnership indicia: meaningful contribution (often including capital), real joint control, and—most critically—an agreed mechanism for sharing both profits and losses. The order also underscores that promissory estoppel requires a definite promise, unjust enrichment cannot simply repackage defective substantive claims, and creditor-based transfer claims depend on a plausibly pleaded underlying right to payment. Finally, it reinforces a procedural lesson: to obtain leave to amend, a plaintiff must identify specific new facts that cure the exact deficiencies the court found.