(a) A partner owes to the partnership, the other partners, and a transferee of a deceased partner’s partnership interest as designated in § 152.406(a)(2):
(1) a duty of loyalty; and
(2) a duty of care.
(b) A partner shall discharge the partner’s duties to the partnership and the other partners under this code or under the partnership agreement and exercise any rights and powers in the conduct or winding up of the partnership business:
(1) in good faith; and
(2) in a manner the partner reasonably believes to be in the best interest of the partnership.

Terms Used In Texas Business Organizations Code 152.204

  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
  • Trustee: A person or institution holding and administering property in trust.

(c) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(d) A partner, in the partner’s capacity as partner, is not a trustee and is not held to the standards of a trustee.

  Previous section
Next section  
 Subchapter D Contents