Inc., 346 F.3d 64, 67-68 (2d Cir.2003)). “Failure to establish any ele ment ... will be fatal to the party asserting the existence of the joint venture.” Id. (citing Kidz Cloz, Inc. v. Officially For Kids, Inc., 320 F.Supp.2d 164, 171 (S.D.N.Y.2004)). In the Complaint, there is no allegation that the parties agreed to share losses in addition to profits. Rather, the Complaint merely alleges that “[t]he parties intend[ed] to share the profits of the completed venture.” Compl. ¶ 45. “[S]haring of both profits and losses ... is essential to the creation of a joint venture.” Cohen, 422 B.R. at 377 (citing Williams v. Forbes, 175 A.D.2d 125, 571 N.Y.S.2d 818, 819 (1991)) (emphasis added); see also Accent Assocs., Inc. v. Wheatley Constr. Corp., 268 A.D.2d 494, 701 N.Y.S.2d 667, 667 (2000) (<HOLDING>). “[I]f a party only stands to lose the
holding that the plaintiff failed to allege breach of a valid and enforceable contract but stated a claim for promissory estoppel holding that plaintiff failed to state a claim for conspiracy pursuant to  1985 for failure to allege a meeting of the minds holding that plaintiff stated a claim for breach of contract when it alleged the government failed to purchase insurance for plaintiff as agreed by contract holding that plaintiff had failed to state a claim for relief under section 1983 holding that a plaintiff failed to state a claim for a breach of a joint venture agreement where it failed to allege  responsibility for losses