A fiduciary duty, arising out of a relationship of trust and confidence, is one of utmost
loyalty and good faith.
The laws of the state in which a foreign limited partnership is organized govern its
organization, its internal affairs, and the liability of its limited partners.
Where a stipulation in restraint of trade is part of the sale of a business, it may be valid
if the restraint is within reasonable limitations to protect the business’s goodwill.
When goods are to be physically moved by a third-party carrier and delivery is made by
physically moving the goods, title passes at the time and place at which the seller
completes performance.