VEASEY, Chief Justice:

This is a case of first impression before this Court involving the Delaware Limited Liability Company Act (the “Act”). The limited liability company (“LLC”) is a relatively new entity that has emerged in recent years as an attractive vehicle to facilitate business relationships and transactions. The wording and architecture of the Act is somewhat complicated, but it is designed to achieve what is seemingly a simple concept — to permit persons or entities (“members”) to join together in an environment of private ordering to form and operate the enterprise under an LLC agreement with tax benefits akin to a partnership and limited liability akin to the corporate form.

This is a purported derivative suit brought on behalf of a Delaware LLC calling into question whether: (1) the LLC, which did not itself execute the LLC agreement in this case (“the Agreement”) defining its governance and operation, is nevertheless bound by the Agreement; and (2) contractual provisions directing that all disputes be resolved exclusively by arbitration or court proceedings in California are valid under the Act. Resolution of these issues requires us to examine the applicability and scope of certain provisions of the Act in light of the Agreement.

We hold that: (1) the Agreement is binding on the LLC as well as the members; and (2) since the Act does not prohibit the members of an LLC from vesting exclusive subject matter jurisdiction in arbitration proceedings (or court enforcement of arbitration) in California to resolve disputes, the contractual forum selection provisions must govern.

Accordingly, we affirm the judgment of the Court of Chancery dismissing the action brought in that court on the ground that the Agreement validly predetermined the fora in which disputes would be resolved, thus stripping the Court of Chancery of subject matter jurisdiction.

Facts1

Plaintiff below-appellant Elf Atochem North America, Inc., a Pennsylvania Corporation (“Elf’), manufactures and distributes solvent-based maskants to the aerospace and aviation industries throughout the world.2 Defendant below-appellee Cyrus A. Jaffari is the president of Malek, Inc., a California Corporation. Jaffari had developed an innovative, environmentally-friendly alternative *288to the solvent-based maskants that presently dominate the market.

For decades, the aerospace and aviation industries have used solvent-based maskants in the chemical milling process.3 Recently, however, the Environmental Protection Agency (“EPA”) classified solvent-based maskants as hazardous chemicals and air contaminants. To avoid conflict with EPA regulations, Elf considered developing or distributing a maskant less harmful to the environment.

In the mid-nineties, Elf approached Jaffari and proposed investing in his product and assisting in its marketing. Jaffari found the proposal attractive since his company, Malek, Inc., possessed limited resources and little international sales expertise. Elf and Jaffari agreed to undertake a joint venture that was to be carried out using a limited liability company as the vehicle.

On October 29, 1996, Malek, Inc. caused to be filed a Certificate of Formation with the Delaware Secretary of State, thus forming Malek LLC, a Delaware limited liability company under the Act. The certificate of formation is a relatively brief and formal document that is the first statutory step in creating the LLC as a separate legal entity.4 The certificate does not contain a comprehensive agreement among the parties, and the statute contemplates that the certificate of formation is to be complemented by the terms of the Agreement.5

Next, Elf, Jaffari and Malek, Inc. entered into a series of agreements providing for the governance and operation of the joint venture. Of particular importance to this litigation, Elf, Malek, Inc., and Jaffari entered into the Agreement, a comprehensive and integrated document6 of 38 single-spaced pages setting forth detailed provisions for the governance of Malek LLC, which is not itself a signatory to the Agreement. Elf and Malek LLC entered into an Exclusive Distributorship Agreement in which Elf would be the exclusive, worldwide distributor for Malek LLC. The Agreement provides that Jaffari will be the manager of Malek LLC. Jaffari and Malek LLC entered into an employment agreement providing for Jaffari’s employment as chief executive officer of Ma-lek LLC.

The Agreement is the operative document for purposes of this Opinion, however. Under the Agreement, Elf contributed $1 million in exchange for a 30 percent interest in Malek LLC. Malek, Inc. contributed its rights to the water-based maskant in exchange for a 70 percent interest in Malek LLC.

The Agreement contains an arbitration clause covering all disputes. The clause, Section 13.8, provides that “any controversy or dispute arising out of this Agreement, the interpretation of any of the provisions hereof, or the action or inaction of any Member or Manager hereunder shall be submitted to arbitration in San Francisco, California....” Section 13.8 further provides: “No action ... based upon any claim arising out of or related to this Agreement shall be instituted in any court by any Member except (a) an action to compel arbitration ... or (b) an action to enforce an award obtained in an arbitration proceeding....” The Agreement also contains a forum selection clause, Section 13.7, providing that all members consent to: “exclusive jurisdiction of the state and federal courts sitting in California in any *289action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement, provided such claim is not required to be arbitrated pursuant to Section 13.8”; and personal jurisdiction in California. The Distribution Agreement contains no forum selection or arbitration clause.

Elfs Suit in the Court of Chancery

On April 27, 1998, Elf sued Jaffari and Malek LLC, individually and derivatively on behalf of Malek LLC, in the Delaware Court of Chancery, seeking equitable remedies. Among other claims, Elf alleged that Jaffari breached his fiduciary duty to Malek LLC, pushed Malek LLC to the brink of insolvency by withdrawing funds for personal use, interfered with business opportunities, failed to make disclosures to Elf, and threatened to make poor quality maskant and to violate environmental regulations. Elf also alleged breach of contract, tortious interference with prospective business relations, and (solely as to Jaffari) fraud.

The Court of Chancery granted defendants’ motion to dismiss based on lack of subject matter jurisdiction.7 The court held that Elfs claims arose under the Agreement, or the transactions contemplated by the agreement, and were directly related to Jaf-fari’s actions as manager of Malek LLC.8 Therefore, the court found that the Agreement governed the question of jurisdiction and that only a court of law or arbitrator in California is empowered to decide these claims.9 Elf now appeals the order of the Court of Chancery dismissing the complaint.

Contentions of the Parties

Elf claims that the Court of Chancery erred in holding that the arbitration and forum selection clauses in the Agreement governed, and thus deprived that court of jurisdiction to adjudicate all of Elfs claims, including its derivative claims made on behalf of Malek LLC. Elf contends that, since Ma-lek LLC is not a party to the Agreement, it is not bound by the forum selection provisions. Elf also argues that the court erred in failing to classify its claim as derivative on behalf of Malek LLC against Jaffari as manager. Therefore, Elf claims that the Court of Chancery should have adjudicated the dispute. Finally, Elf argues that the dispute resolution clauses of the Agreement are invalid under Section 109(d) of the Act, which, it alleges, prohibits the parties from vesting exclusive jurisdiction in a forum outside of Delaware.10

Defendants claim that Elf contracted with Malek, Inc. and Jaffari that all disputes that arise out of, under, or in connection with the Agreement must be resolved exclusively in California by arbitration or court proceedings. Defendants allege that the characterization of Elfs claim as direct or derivative is irrelevant, as the Agreement provides that the members would not institute “any” action at law or equity except one to compel arbitration, and that any such action must be brought in California. Defendants also argue that, in reality, Elfs claims are direct, not derivative, claims against its fellow LLC members, Malek, Inc. and Jaffari.

With regard to the validity of Section 13.7, defendants argue that Section 18-109(d) of the Act is a permissive statute and does not prohibit the parties from vesting exclusive jurisdiction outside of Delaware. Thus, defendants assert that the Court of Chancery correctly held that the dispute resolution provisions of the Agreement are valid and apply to bar Elf from seeking relief in Delaware.

General Summary ofBackyround of the Act

The phenomenon of business arrangements using “alternative entities” has been *290developing rapidly over the past several years. Long gone are the days when business planners were confined to corporate or partnership structures.

■ Limited partnerships date back to the 19th Century. They became an important and popular vehicle with the adoption of the Uniform Limited Partnership Act in 1916. Sixty years later, in 1976, the National Conference of Commissioners on Uniform State Laws approved and recommended to the states a Revised Uniform Limited Partnership Act (“RULPA”), many provisions of which were modeled after the innovative 1973 Delaware Limited Partnership (LP) Act. Difficulties with the workability of the 1976 RULPA prompted the Commissioners to amend RULPA in 1985.11

To date, 48 states and the District of Columbia have adopted the RULPA in either its 1976 or 1985 form.12 Delaware adopted the RULPA with innovations designed to improve upon the Commissioners’ product.13 Since 1983, the General Assembly has amended the LP Act eleven times, with a view to continuing Delaware’s status as an innovative leader in the field of limited partnerships.

The Delaware Act was adopted in October 1992. The Act is codified in Chapter 18 of Title 6 of the Delaware Code. To date, the Act has been amended six times with a view to modernization. The LLC is an attractive form of business entity because it combines corporate-type limited liability with partnership-type flexibility and tax advantages.14 The Act can be characterized as a “flexible statute” because it generally permits members to engage in private ordering with substantial freedom of contract to govern their relationship, provided they do not contravene any mandatory provisions of the Act.15 Indeed, the LLC has been characterized as the “best of both worlds.”16

The Delaware Act has been modeled on the popular Delaware LP Act.17 In fact, its architecture and much of its wording is almost identical to that of the Delaware LP Act.18 Under the Act, a member of an LLC is treated much like a limited partner under the LP Act.19 The policy of freedom of contract underlies both the Act and the LP Act.20

In August 1994, nearly two years after the enactment of the Delaware LLC Act, the Uniform Law Commissioners promulgated the Uniform Limited Liability Company Act (ULLCA).21 To coordinate with later devel*291opments in federal tax guidelines regarding manager-managed LLCS, the Commissioners adopted minor changes in 1995.22 The Commissioners further amended the ULLCA in 1996. Despite its purpose to promote uniformity and consistency, the ULLCA has not been widely popular. In fact, only seven jurisdictions have adopted the ULLCA since its creation in 1994.23 A notable commentator on LLCs has argued that legislatures should look to either the Delaware Act or the Prototype Act created by the ABA when drafting state statutes.24

Policy of the Delaware Act

The basic approach of the Delaware Act is to provide members with broad discretion in drafting the Agreement and to furnish default provisions when the members’ agreement is silent.25 The Act is replete with fundamental provisions made subject to modification in the Agreement {e.g. “unless otherwise provided in a limited liability company agreement_”).26

Although business planners may find comfort in working with the Act in structuring transactions and relationships, it is a somewhat awkward document for this Court to construe and apply in this case. To understand the overall structure and thrust of the Act, one must wade through provisions that are prolix, sometimes oddly organized, and do not always flow evenly. Be that as it may as a problem in mastering the Act as a whole, one returns to the narrow and discrete issues presented in this case.

Freedom of Contract

Section 18-1101(b) of the Act, like the essentially identical Section 17 — 1101(c) of the LP Act, provides that “[i]t is the policy of [the Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.” Accordingly, the following observation relating to limited partnerships applies as well to limited liability companies:

The Act’s basic approach is to permit partners to have the broadest possible discretion in drafting them partnership agreements and to furnish answers only in situations where the partners have not expressly made provisions in their partnership agreement. Truly, the partnership agreement is the cornerstone of a Delaware limited partnership, and effectively constitutes the entire agreement among the partners with respect to the admission of partners to, and the creation, operation and termination of, the limited partnership. Once partners exercise their contractual freedom in their partnership agreement, the partners have a great deal of certainty that their partnership agreement will be enforced in accordance with its terms.27

*292In general, the commentators observe that only where the agreement is inconsistent with mandatory statutory provisions will the members’ agreement be invalidated.28 Such statutory provisions are likely to be those intended to protect third parties,29 not necessarily the contracting members. As a framework for decision, we apply that principle to the issues before us, without expressing any views more broadly.30

The Arbitration and Forum Selection Clauses in the Agreement are a Bar to Jurisdiction in the Court of Chancery

In vesting the Court of Chancery with jurisdiction, the Act accomplished at least three purposes: (1) it assured that the Court of Chancery has jurisdiction it might not otherwise have because it is a court of limited jurisdiction that requires traditional equitable relief or specific legislation to act;31 (2) it established the Court of Chancery as the default forum in the event the members did not provide another choice of forum or dispute resolution mechanism; and (3) it tends to center interpretive litigation in Delaware courts with the expectation of uniformity. Nevertheless, the arbitration provision of the Agreement in this case fosters the Delaware policy favoring alternate dispute resolution mechanisms, including arbitration. Such mechanisms are an important goal of Delaware legislation,32 court rules,33 and jurisprudence.34

*293 Malek LLC’s Failure to Sign the Agreement Does Not Affect the Members’ Agreement Governing Dispute Resolution

Elf argues that because Malek LLC, on whose behalf Elf allegedly brings these claims, is not a party to the Agreement, the derivative claims it brought on behalf of Ma-lek LLC are not governed by the arbitration and forum selection clauses of the Agreement.

Elf argues that Malek LLC came into existence on October 29, 1996, when the parties filed its Certificate of Formation with the Delaware Secretary of State. The parties did not sign the Agreement until November 4,1996. Elf contends that Malek LLC existed as an LLC as of October 29, 1996, but never agreed to the Agreement because it did not sign it. Because Malek LLC never expressly assented to the arbitration and forum selection clauses within the Agreement, Elf argues it can sue derivatively on behalf of Malek LLC pursuant to 6 Del.C. § 18-1001.35

We are not persuaded by this argument. Section 18-101(7) defines the limited liability company agreement as “any agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of its business.”36 Here, Malek, Inc. and Elf, the members of Malek LLC, executed the Agreement to carry out the affairs and business of Malek LLC and to provide for arbitration and forum selection.

Notwithstanding Malek LLC’s failure to sign the Agreement, Elfs claims are subject to the arbitration and forum selection clauses of the Agreement. The Act is a statute designed to permit members maximum flexibility in entering into an agreement to govern their relationship.37 It is the members who are the real parties in interest. The LLC is simply their joint business vehicle. This is the contemplation of the statute in prescribing the outlines of a limited liability company agreement.38

Classifícation by Elf of its Claims as Derivative is Irrelevant

Elf argues that the Court of Chancery erred in failing to classify its claims against Malek LLC as derivative. Elf contends that, had the court properly characterized its claims as derivative instead of direct, the arbitration and forum selection clauses would not have applied to bar adjudication in Delaware.

In the corporate context, “the derivative form of action permits an individual shareholder to bring ‘suit to enforce a corporate cause of action against officers, directors and third parties.’ ”39 The derivative suit is a corporate concept grafted onto the limited liability company form.40 The Act expressly *294allows for a derivative suit, providing that “a member ... may bring an action in the Court of Chancery in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.” 41 Notwithstanding the Agreement to the contrary, Elf argues that Section 18-1001 permits the assertion of derivative claims of Malek LLC against Malek LLC’s manager, Jaffari.

Although Elf correctly points out that Delaware law allows for derivative suits against management of an LLC, Elf contracted away its right to bring such an action in Delaware and agreed instead to dispute resolution in California. That is, Section 13.8 of the Agreement specifically provides that the parties (ie., Elf) agree to institute “[n]o action at law or in equity based upon any claim arising out of or related to this Agreement” except an action to compel arbitration or to enforce an arbitration award.42 Furthermore, under Section 13.7 of the Agreement, each member (ie., Elf) “consent[ed] to the exclusive jurisdiction of the state and federal courts sitting in California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.” 43

Sections 13.7 and 13.8 of the Agreement do not distinguish between direct and derivative claims. They simply state that the members may not initiate any claims outside of California. Elf initiated this action in the Court of Chancery in contravention of its own contractual agreement. As a result, the Court of Chancery correctly held that all claims, whether derivative or direct, arose under, out of or in connection with the Agreement, and thus are covered by the arbitration and forum selection clauses.

This prohibition is so broad that it is dis-positive of Elf s claims (counts IV, V and VI of the amended complaint) that purport to be under the Distributorship Agreement that has no choice of forum provision. Notwithstanding the fact that the Distributorship Agreement is a separate document, in reality these counts are all subsumed under the rubric of the Agreement’s forum selection clause for any claim “arising out of’ and those that are “in connection with” the Agreement or transactions “contemplated by” or “related to” that Agreement under Sections 13.7 and 13.8. We agree with the Court of Chancery’s decision that:

plaintiffs’s claims arise under the LLC Agreement or the transactions contemplated by the Agreement, and are directly related to Jaffari’s “action or inaction” in connection with his role as the manager of Malek. Plainly, all of plaintiffs claims revolve around Jaffari’s conduct (or misconduct) as Malek’s manager. Virtually all *295the remedies that plaintiff seeks bear directly on Jaffari’s duties and obligations under the LLC Agreement. Plaintiffs complaint that “Jaffari ... has totally disregarded his obligations under the LLC Agreement” also lends support to my conclusion.44

The Court of Chancery was correct in holding that Elfs claims bear directly on Jaffari’s duties and obligations under the Agreement. Thus, we decline to disturb its holding.

The Argument that Chancery Has “Special” Jurisdiction for Derivative Claims Must Fail

Elf claims that 6 Del.C. §§ 18-110(a), 18-111 and 18-1001 vest the Court of Chancery with subject matter jurisdiction over this dispute. According to Elf, the Act grants the Court of Chancery subject matter jurisdiction over its claims for breach of fiduciary duty and removal of Jaffari, even though the parties contracted to arbitrate all such claims in California. In effect, Elf argues that the Act affords the Court of Chanceiy “special” jurisdiction to adjudicate its claims, notwithstanding a clear contractual agreement to the contrary.

Again, we are not persuaded by Elfs argument. Elf is correct that 6 Del.C. §§ 18-l'10(a) and 18-111 vest jurisdiction with the Court of Chancery in actions involving removal of managers and interpreting, applying or enforcing LLC agreements respectively. As noted above, Section 18-1001 provides that a party may bring derivative actions in the Court of Chancery. Such a grant of jurisdiction may have been constitutionally necessary if the claims do not fall within the traditional equity jurisdiction.45 Nevertheless, for the purpose of designating a more convenient forum, we find no reason why the members cannot alter the default jurisdictional provisions of the statute and contract away their right to file suit in Delaware.

For example, Elf argues that Section 18-110(a), which grants the Court of Chancery jurisdiction to hear claims involving the election or removal of a manager of an LLC, applies to the case at bar because Elf is seeking removal of Jaffari.46 While Elf is correct on the substance of Section 18-110(a), Elf is unable to convince this Court that the parties may not contract to avoid the applicability of Section 18-110(a). We hold that, because the policy of the Act is to give the maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements, the parties may contract to avoid the applicability of Sections 18-110(a), 18-111, and 18-1001.47 Here, the parties contracted as clearly as practicable when they relegated to California in Section 13.7 “any” dispute “arising out of, under or in connection with [the] Agreement or the transactions contemplated by [the] Agreement_”48 Likewise, in Section 13.8: “[n]o action at law or in equity based upon any claim arising out of or related to ”49 the Agreement may be brought, except in California, and then only to enforce arbitration in California.

Our conclusion is bolstered by the fact that Delaware recognizes a strong public policy in favor of arbitration.50 Normally, doubts on the issue of whether a particular issue is arbitrable will be resolved in favor of arbitration.51 In the case at bar, we do not believe there is any doubt of the parties’ intention to agree to arbitrate all disputed matters in California. If we were to hold otherwise, arbitration clauses in existing LLC agreements could be rendered meaningless. By resorting to the alleged “special” jurisdiction *296of the Court of Chancery, future plaintiffs could avoid their own arbitration agreements simply by couching their claims as derivative. Such a result could adversely affect many arbitration agreements already in existence in Delaware.

Validity of Section 13.7 of the Agreement under 6 Del.C. § 18-109(d)

Elf argues that Section 13.7 of the Agreement, which provides that each member of Malek LLC “consents to the exclusive jurisdiction of the state and federal courts sitting in California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement ...” is invalid under Delaware law. Elf argues that Section 13.7 is invalid because it violates 6 DelC. § 18-109(d).

Subsection 18-109(d) is part of Section 18-109 relating to “Service of process on managers and liquidating trustee.” It provides:

In a written limited liability company agreement or other writing, a manager or member may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the State of Delaware, or the exclusivity of arbitration in a specified jurisdiction or the State of Delaware.... 52

Section 18-109(d) does not expressly state that the parties are prohibited from agreeing to the exclusive subject matter jurisdiction of the courts or arbitration fora of a foreign jurisdiction. Thus, Elf contends that Section 18 — 109(d) prohibits vesting exclusive jurisdiction in a court outside of Delaware, which the parties have done in Section 13.7.

We decline to adopt such a strict reading of the statute. Assuming, without deciding, that Section 109(d) relates to subject matter jurisdiction and not merely in personam jurisdiction, it is permissive in that it provides that the parties “may” agree to the nonexclusive jurisdiction of the courts of a foreign jurisdiction or to submit to the exclusive jurisdiction of Delaware.53 In general, the legislature’s use of “may” connotes the voluntary, not mandatory or exclusive, set of options.54 The permissive nature of Section 18-109(d) complements the overall policy of the Act to give maximum effect to the parties’ freedom of contract.55 Although Section 18-109(d) fails to mention that the parties may agree to the exclusive jurisdiction of a foreign jurisdiction, the Act clearly does not state that the parties must agree to either one of the delineated options for subject matter jurisdiction. Had the General Assembly intended to prohibit the parties from vesting exclusive jurisdiction in arbitration or court proceedings in another state, it could have proscribed such an option. The Court of Chancery did not err in declining to strike down the validity of Section 13.7 or Section 13.8 of the Agreement.

Conclusion

We affirm the judgment of the Court of Chancery dismissing Elf Atochem’s amended complaint for lack of subject matter jurisdiction.

SANDSTROM, Justice.

[¶ 1] Monte Sandvick and Joedy Bragg appeal the district court judgment dismissing their lawsuit against William LaCrosse and Frank Haughton following a bench trial in which the court found neither a partnership nor a joint venture existed between the parties in regard to oil and gas leases held by the parties. We reverse and remand, concluding on the basis of the facts found by the district court that there was a joint venture and that LaCrosse and Haughton breached their fiduciary duties of loyalty to Sandvick and Bragg.

I

[¶ 2] In May 1996, Sandvick, Bragg, LaCrosse, and Haughton purchased three oil and gas leases in Golden Valley County, North Dakota. The leases were known as the Horn leases. The Horn leases were standard, paid-up leases with terms of five years and did not contain any provision for extending or renewing them. Empire Oil Company, owned by LaCrosse, held record title to the leases. The leases were purchased from the parties’ credits in the Empire Oil Company JV checking account. Sandvick testified the parties’ initial intent was to try to sell the leases during the five-year term.

[¶ 3] Aside from the Horn leases, the parties had previously owned other oil and gas leases together. Haughton had owned other leases with Sandvick, and LaCrosse was also involved in some of these other leases. Some of the leases were purchased before the Horn leases, and some were purchased after.

[¶ 4] In November 2000, Haughton and LaCrosse purchased three oil and gas leases on the Horn property. These leases *521were referred to as the “Horn Top Leases” and were set to begin at the expiration of the initial Horn Leases. The term “top lease” is defined in Howard R. Williams & Charles J. Meyers, Manual of Oil and Gas Terms 1285 (8th ed.1991), as a “lease granted by a landowner during the existence of a recorded mineral lease which is to become effective if and when the existing lease expires or is terminated.” The top leases covered the same acreage as the Horn Leases and had a five-year term, with the title in the name of Empire Oil Company. The top leases were not recorded until December 2001. Prior to purchasing the top leases, LaCrosse and Haughton twice offered to purchase Sand-vick’s and Bragg’s interests in the Horn leases, but Sandvick and Bragg refused. Haughton testified he did not inform either Sandvick or Bragg that he and LaCrosse had purchased the top leases.

[¶ 5] In 2004, Sandvick and Bragg sued LaCrosse and Haughton, claiming they breached their fiduciary duties by not offering Sandvick and Bragg an opportunity to purchase the top leases with them. The trial was limited to the issues regarding the existence, life span, and scope of a partnership or joint venture. Following the bench trial, the district court concluded no partnership or joint venture existed.

[¶ 6] The district court had jurisdiction under N.D. Const, art. VI, § 8, and N.D.C.C. § 27-05-06. The appeal is timely under N.D.R.App.P. 4(a). This Court has jurisdiction under N.D. Const, art. VI, §§ 2 and 6, and N.D.C.C. § 28-27-01.

II

[¶ 7] On appeal, Sandvick and Bragg argue the district court erred in concluding the parties were not partners. In North Dakota, a partnership is “an association of two or more persons to carry on as co-owners a business for profit.” N.D.C.C. § 45-13-01(19). The crucial elements of a partnership are (1) an intention to be partners, (2) co-ownership of the business, and (3) a profit motive. Tarnavsky v. Tarnavsky, 2003 ND 110, ¶ 7, 666 N.W.2d 444. “The existence of a partnership is a mixed question of law and fact, and the ultimate determination of whether a partnership exists is a question of law.” Id. Questions of law are fully reviewable on appeal. J.P. v. Stark County Social Services Bd., 2007 ND 140, ¶ 9, 737 N.W.2d 627.

[¶ 8] The district court concluded a partnership did not exist between the parties. In its memorandum opinion following trial, it found the parties were not co-owners of a business. It found the parties’ undertaking was very limited and did not coincide with the definition of a business. It found that the parties entered into the leases for a set period of time and that their activity, rather than being a series of acts, was limited to that occurrence.

[¶ 9] Under comment 1 to § 202 of the Revised Uniform Partnership Act, a “business” is defined as “a series of acts directed toward an end,” and under N.D.C.C. § 45-13-01(4), “includes every trade, occupation, and profession.” North Dakota adopted the Revised Uniform Partnership Act in 1995, Ziegler v. Dahl, 2005 ND 10, ¶ 14, 691 N.W.2d 271, and it is codified in N.D.C.C. chapters 45-13 through 45-21. We interpret uniform laws in a uniform manner, N.D.G.C. § 1-02-13, and may also look to the drafters’ comments to interpret its provisions. See, e.g., Estate of Zimmerman, 2001 ND 155, ¶ 14, 633 N.W.2d 594.

[¶ 10] In this case, the parties entered into the Horn leases for a specific period. The court found their intention was to try to sell the leases. The court also found *522the parties were involved in other oil- and gas-related undertakings with various other parties, including, in some instances, the parties involved in this case. Haughton testified that he had jointly owned other leases with LaCrosse and Sandvick. Bragg testified the Horn leases were a separate investment. The court found these other undertakings were separate and apart from the Horn leases. We conclude the purchase of the Horn leases was a separate act undertaken by the parties, not a series of acts. On the basis of the evidence in the record and the testimony at trial, we conclude the district court did not err in concluding a partnership did not exist.

Ill

[¶ 11] Sandvick and Bragg argue the district court erred in concluding a joint venture did not exist. A joint venture is similar to a partnership but is more limited in scope and duration, and principles of partnership law apply to the joint venture relationship. SPW Associates, LLP v. Anderson, 2006 ND 159, ¶ 8, 718 N.W.2d 580. “For a business enterprise to constitute a joint venture, the following four elements must be present: (1) contribution by the parties of money, property, time, or skill in some common undertaking, but the contributions need not be equal or of the same nature; (2) a proprietary interest and right of mutual control over the engaged property; (3) an express or implied agreement for the sharing of profits, and usually, but not necessarily, of losses; and (4) an express or implied contract showing a joint venture was formed.” Id. at ¶ 10 (citations omitted). There is, however, no fixed formula for identifying the joint venture relationship in all cases, and each case will depend upon its own unique facts. Id.

[¶ 12] The district court concluded the parties were not members of a joint venture when they acquired the Horn leases. It made the following findings of fact, which supported its conclusion:

7. Bragg never talked to Haughton about the investment in the Horn Leases and had no agreement with Haughton concerning the purchase of additional leases, the purchase of Horn minerals, or the purchase of leases on minerals adjacent to the Horn property. Sand-vick had no written or oral agreement with either Haughton or Lacrosse concerning the acquisition of a new lease following the expiration of the Horn Leases.

8. At the time of the acquisition of the Horn Leases, Bragg had no agreement with Lacrosse concerning the development of those leases. Lacrosse never agreed to make Sandvick and Bragg a part of any subsequent lease of the Horn minerals. If Bragg had any expectations concerning the development of the Horn Leases, they were not communicated to Haughton.

10. No agreement was entered into, express or implied, limiting the parties’ abilities to continue activity which did not include the other parties to these proceedings.

11. None of the parties intended to be exclusively involved in this undertaking, and they knew that the other parties would continue to do business which would not include them.

13. Under the circumstances, the parties had no expectations that the other parties would refrain from investing in the area without offering to the other *523parties an opportunity to join in the investment.

[¶ 13] The court, however, also made findings that reflected a joint venture; specifically, the court found: (1) LaCrosse opened a checking account under the name Empire Oil JV Account; (2) the leases were purchased from the parties’ credits in the Empire Oil Company JV account in equal shares; (3) title to the leases was held in Empire Oil Company’s name; and (4) the parties’ intent in acquiring the leases was to sell them. At trial, Bragg, LaCrosse, and Haughton testified that any profits would have been shared had the Horn leases been sold. This testimony, along with the court’s findings above, demonstrates the existence of a joint venture. We conclude a joint venture did exist in regard to the parties’ purchase of the Horn leases, because the leases were purchased out of the parties’ checking account funds in equal shares, they were titled in Empire Oil’s name rather than each of the parties’ names, and profits were going to be shared if the leases were sold.

IV

[¶ 14] Having concluded a joint venture exists, we look to the scope of the venture and decide whether any fiduciary duties were breached by LaCrosse and Haughton. “The existence and scope of a fiduciary duty depends upon the language of the parties’ agreement.” Grynberg v. Dome Petroleum Corp., 1999 ND 167, ¶ 21, 599 N.W.2d 261. “[Principles of partnership law apply to the joint venture relationship.” Anderson, 2006 ND 159, ¶ 8, 718 N.W.2d 580.

[¶ 15] Under N.D.C.C. § 45-16-04(1), a partner owes duties of loyalty and care to the other partners. The duty of loyalty is set forth in N.D.C.C. § 45-16-04(2):

a. To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

b. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

c. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

[¶ 16] “Joint adventurers, like copartners, owe to one another, while the enterprise continues, the duty of the finest loyalty.” Svihl v. Gress, 216 N.W.2d 110, 115 (N.D.1974) (quoting Meinhard v. Salmon, 249 N.Y. 458, 164 N.E. 545, 546 (1928)); see also 2 Williams & Meyers, Oil and Gas Law § 437.1 (2007) (“Each party has the right to demand and expect from his associates full, fair, open, and honest disclosure of everything affecting the relationship. One party may not exclude his associates from an interest in properties which are the subject matter of the joint venture by purchasing it for his individual account, ... if he does acquire such antagonistic interest he must account to the other participants in the joint venture therefore.”).

[¶ 17] In this case, the scope of the venture was to purchase and then attempt to sell the Horn leases. Approximately six months prior to the expiration of the leases, LaCrosse and Haughton purchased oil and gas leases, known as top leases, that were set to begin upon the expiration of *524the Horn leases. The top leases were nearly identical in all respects to the original Horn leases. The top leases had the same duration and acreage and were titled in Empire Oil Company’s name. An important difference, however, between the original leases and the top leases was that Sandvick and Bragg were not informed of the acquisition of the top leases.

[¶ 18] Although the original Horn leases did not contain an extension or renewal provision, the top leases purchased by LaCrosse and Haughton were effectively extensions of the original Horn leases. See Reynolds-Rexwinkle Oil, Inc. v. Petex, Inc., 268 Kan. 840, 1 P.3d 909, 920-921 (2000) (holding a substantially identical top lease taken while the initial lease was still in effect to be an extension and renewal of the initial lease); 5 Eugene Kuntz, Oil and Gas § 68.2, at 280 (1991) (“It has been held that a new lease acquired from the lessor by the lessee while the old lease is in effect ... is an extension of the lease.... ”).

[¶ 19] LaCrosse and Haughton created a conflict of interest by purchasing the top leases prior to the expiration of the original leases without notifying Sandvick and Bragg. It was in LaCrosse’s and Haugh-ton’s best interest not to sell the original leases during the remaining six months of the original term. Having excluded Sand-vick and Bragg, LaCrosse and Haughton potentially stood to benefit more by waiting to sell the leases until after the original term expired. We conclude LaCrosse and Haughton breached their fiduciary duties of loyalty by taking advantage of a joint venture opportunity when they purchased the top leases without informing Bragg and Sandvick. See Meinhard v. Salmon, 249 N.Y. 458, 164 N.E. 545, 548 (1928) (holding a co-venturer breached his duty of loyalty when he extended the lease on commercial property and excluded his co-venturer from the opportunity). Bragg and Sandvick should have had an opportunity to purchase the top leases with LaCrosse and Haughton.

V

[¶ 20] The district court did not address damages, because it found no joint venture. On remand, the court must consider the extent of damages owed to Sand-vick and Bragg. At trial, Haughton testified that oil is currently being produced on the Horn lease acreage. Damages should be limited to revenue generated from the oil production on the acreage covering the Horn leases.

VI

[¶ 21] The district court judgment is reversed and remanded for further proceedings consistent with this opinion.

[¶ 22] GERALD W. VANDE WALLE, C.J., and BRUCE E. BOHLMAN, S.J., and MARY MUEHLEN MARING, J., concur.

[¶ 23] The Honorable BRUCE E. BOHLMAN, Surrogate Judge, sitting in place of KAPSNER, J., disqualified.

CROTHERS, Justice,

concurring in part and dissenting in part.

[¶ 24] I concur with Part II of the Majority Opinion affirming the district court’s findings and conclusion that the parties were not partners. I respectfully dissent from Parts III and IV where the Majority overlooks the district court’s findings of fact and, therefore, overtakes the district court’s fact-finding role.

[¶ 25] The hallmark of a joint venture is that parties pool financial resources and share control to accomplish a for-profit, limited-time event. See SPW Associates, LLP v. Anderson, 2006 ND 159, ¶ 10, 718 N.W.2d 580. This Court has recognized, *525“There is, however, no definite formula for identifying the joint venture relationship in all cases, and each case will depend upon its own unique facts.” Id.

[¶ 26] Overlooking this “no one size fits all” admonition, the Majority concludes a joint venture arose out of the Horn lease purchase based on facts the Majority found more persuasive. Majority Opinion at ¶ 13. In the process, the Majority lists, and then casts aside as apparently less persuasive, the district court’s findings which the Majority agreed supported the district court’s conclusion that no joint venture existed. Id. at ¶ 12. I submit the Majority’s actions ignore our “clearly erroneous” standard of review and usurp the district court’s fact-finding role. See Klein v. Larson, 2006 ND 236, ¶ 35, 724 N.W.2d 565 (Crothers, J., concurring in part and dissenting in part) (“[W]e will not retry the case or substitute our judgment for the district court’s if its determination is supported by evidence in the record.”).

[¶ 27] Even accepting that the present facts require the conclusion that a joint venture was created, the Majority’s ultimate decision that liability attaches to the “top leasing” activity is unpersuasive. Rather, North Dakota law allows partners (and therefore joint venturers) to limit the scope of their duty of loyalty to the remaining partners. N.D.C.C. § 45-13-03(2). This public policy is consistent with other jurisdictions examining the question in the context of mineral development. See Christopher Lane and Catherine J. Boggs, Duties of Operator or Manager to Its Joint Venturers, 29 Rocky Mountain Mineral Law Institute 199, 228-29 (1984). This also means that, under North Dakota law, the parties could have limited then-duty of loyalty. Nevertheless, the Majority presumes without question that the full duty of loyalty existed, and that it formed a basis for liability in this case. See Majority Opinion at ¶¶ 15-16.

[¶ 28] There was no written contract in this case. The parameters of the transaction were unclear. A full trial occurred, with many witnesses testifying about their understanding of the business arrangement. From this, the district court made specific findings regarding the nature of the parties’ enterprise, and the scope of their duties to each other:

“7. Bragg never talked to Haughton about the investment in the Horn Leases and had no agreement with Haughton concerning the purchase of additional leases, the purchase of Horn minerals, or the purchase of leases on minerals adjacent to the Horn property. Sand-vick had no written or oral agreement with either Haughton or LaCrosse concerning the acquisition of a new lease following the expiration of the Horn Leases.

“8. At the time of the acquisition of the Horn Leases, Bragg had no agreement with LaCrosse concerning the development of those leases. LaCrosse never agreed to make Sandvick and Bragg a part of any subsequent lease of the Horn minerals. If Bragg had any expectations concerning the development of the Horn Leases, they were not communicated to Haughton.

“9. The parties were all involved in other oil and gas related undertakings with various other parties, including, in some instances, the parties that are involved in these proceedings. These undertakings were separate and apart from the Horn Leases.

“10. No agreement was entered into, express or implied, limiting the parties’ abilities to continue activity which did not include the other parties to these proceedings.

*526“11. None of the parties intended to be exclusively involved in this undertaking, and they knew that the other parties would continue to do business which would not include them.

“12. Haughton was interested in the area surrounding the Horn Leases and had various leasehold and mineral interests in the area dating from 1991. Sandvick, Bragg, and LaCrosse were aware of these facts and had reason to believe that he would continue to invest in the area.

“13. Under the circumstances, the parties had no expectations that the other parties would refrain from investing in the area without offering to the other

parties an opportunity to join in the investment.”

Rather than ignoring the district court’s findings, our standard of review requires that we respect the trier of fact’s ability to see the witnesses, hear the testimony, and determine the scope of the obligations at issue in this case. I therefore would affirm the district court’s judgment.

[¶ 29] DANIEL J. CROTHERS, J.