Also called a Mexican shoot out. It is a variation of a Russian roulette provision (where either party can serve notice on the other offering either to buy the other’s shares or to sell its own shares to the other party at a specified price) and has the effect of terminating a joint venture. It occurs where both parties are interested in buying the joint venture vehicle company and provides that in this case they both submit sealed bids to an “auctioneer” and the party who makes the higher bid buys the company at that price.

See Standard clause, Texas shoot out: joint venture agreement.