Duties

Question 1

What are the duties of General Partners?

Answer 1

Duty of Care
Duty of Loyalty
Duty to Disclose

Question 2

What is the rule if a partner breaches a duty owed?

Answer 2

A partner is personally liable to the partnership and the other partners for damages caused by a breach of a duty.

Question 3

What is a General Partner’s Duty of Care?

Answer 3

Can’t engage in (1) grossly negligent or reckless conduct, (2) intentional conduct that harms the partnership, or (3) a knowing violation of the law

Question 4

When does the Duty of Care apply?

Answer 4

During the Partnership and thought the winding-up process.

Question 5

What is a General Partner’s Duty of Loyalty?

Answer 5

Can’t: (1) compete with the partnership or appropriate a partnership opportunity, (2) enter deals with the partnership that are adverse to the partnership’s interest, (3) appropriate partnership assets for personal use.

Question 6

What is a General Partner’s Duty to Disclose.

Answer 6

To General Partners:
(1) Without demand- any info related to the partnership and reasonably required to exercise a partner’s rights and duties under the PA
(2) On demand- any other Info concerning the partnership if demand is reasonable and for a proper purpose

To Limited Partners
Must provide the opportunity to inspect financial and tax records, and other documents reasonable related to the limited partner’s interest in the LP (i.e., financial interest)

Question 7

What are the duties of Limited Partners?

Answer 7

Good faith
Fair Dealing

**less demanding than duties of care and loyalty