Closely-Held Business Symposium: The Uniform Limited Partnership Act
Fiduciary duties of general and limited partners in limited partnerships have generated a significant number of recent cases. The most important issue has been the relationship between the partners’ default duties and detailed provisions of the partnership agreement relating to partner duties. The law has developed under the 1916, 1976 and 1985 versions of the Uniform Limited Partnership Act (ULPA), which, in turn, apply the general fiduciary duty provision of the Uniform Partnership Act (UPA). Many recent cases have been decided in Delaware under a statutory provision that explicitly makes the agreement controlling. . . .