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Partnership • General Partnerships
PT#005
Legal Definition
General partners are [fiduciaries](tooltipId:512) of each other and the partnership. They owe each other and the partnership the duty of loyalty, meaning they must abstain from (1) [**self-dealing**](tooltipId:513), (2) [**usurping corporate opportunities**](tooltipId:514), and (3) making [**secret profits**](tooltipId:515).
Where a partner breaches his fiduciary duties, a general partner may recover losses caused by the breach, and the breaching partner must [disgorge](tooltipId:516) all profits derived as a result of their breach.
Where a partner breaches his fiduciary duties, a general partner may recover losses caused by the breach, and the breaching partner must [disgorge](tooltipId:516) all profits derived as a result of their breach.
Related Concepts
Can a partner transfer or share their right to manage the company?
Do agency principles apply to partners of a general partnership?
How are existing, new, and retiring general partners liable for debts?
If a partner wishes to dissociate from a general partnership, how can the partnership avoid dissolution?
What are the consequences of a partner who dissociates in breach of the partnership agreement?
What are the most common acts of dissociation that cause dissolution?
What common general rights issues are tested on exams?
What is a general partnership and how does it form?
What is liability by estoppel?
What is required for a partner to transfer ownership of specific partnership assets?
What is the priority of distribution for assets of a dissolved partnership?
What is the winding up period?
When liquidating a general partnership, how do you determine who owns what property?
