CHAPTER : 38 Operation O f Partnerships And Related Forms ☺
Duties of Partners to the Partnership and each other:
RUPA says that Partners owes to the partnerships and to each other the highest degree of loyalty. And
they must act consistently with the obligation of good faith and fair dealing.
Mean (Partners have trust relationship not only to the partners but due to the other partners.)
General duties that are going to be owned including:
DUTY to Serve:
Duty of Care: Each partner owes a duty of care. A partner is not liable to the partnership for partner’s
honest errors. Such as negligence. But a partner is liable for losses resulting from gross negligence,
intentional misconduct, reckless conduct, or a knowing of violation of the law.
Duty to act within actual Authority: Duty to avoid interest that is adverse to the partnership: Duty to
disclose material information: duty to maintain confidentiality of partnership information.
A partner has a duty to make a business decision that he or she has a reasonably believes that are in a
best interest of the partnership. A partnership agreement may offer a duty of care but it may not
