The issues in this action were, for the most part, issues of fact. It is well established in this Department that "`[o]n a bench trial, the decision of the fact-finding court should not be disturbed upon appeal unless it is obvious that the court's conclusions could not be reached under any fair interpretation of the evidence, especially when the findings of fact rest in large measure on considerations relating to the credibility of witnesses'" (Thoreson v Penthouse Intl., 179 A.D.2d 29, 31 [quoting Claridge Gardens v Menotti, 160 A.D.2d 544, 544-545], affd 80 N.Y.2d 490).
While we agree with plaintiff that the defendant's admitted lack of agreement to share the burden of losses is fatal to his assertion of a joint venture (see, De Vito v Pokoik, 150 A.D.2d 331), we find that there was a valid intent on the part of both sides to be bound by the terms of defendant's sixth and final proposal, evidenced by the "totality of all the acts of the parties, their relationship and their objectives" (Carlin Constr. Co. v Whiffen Elec. Co., 66 A.D.2d 684), and that plaintiff breached its implied covenant of good faith and fair dealing (see, Havel v Kelsey-Hayes Co., 83 A.D.2d 380, 382).
We have considered the remaining arguments of the cross-appellants, and find them to be without merit.
Concur — Murphy, P.J., Carro, Kupferman, Asch and Kassal, JJ.