Breach of Fiduciary Duties by Refusing to Sell to Another Partner
Partners Do Not Breach Fiduciary Duties by Refusing to Sell to Another Partner
Partnership Agreement ControlsTo the extent applicable, the provisions of a partnership agreement generally govern "the relations of the partners and between the partners and the partnership." Tex. Bus. Org. Code ? 152.002(a). Therefore, to the extent a partnership agreement conflicts with the provisions of Chapter 152 of the Texas Business Organizations Code, the partnership agreement generally controls. See Dobson v. Dobson, 594 S.W.2d 177, 180 (Tex. Civ. App.--Houston [1st Dist.] 1980, writ refused n.r.e.) (interpreting similar provision of former Texas Uniform Partnership Act to note that partnership agreement governed rights of partners, and only where it was silent did provisions of former Texas Uniform Partnership Act come into play); cf. Am. Star Energy and Minerals Corp. v. Stowers, 405 S.W.3d 905, 911 n.6 (Tex. App.--Amarillo 2013, pet. granted) ("The Business Organizations Code governs the relationship between partners and partnerships to the extent a partnership agreement does not speak to a particular issue."). However, a partnership agreement may not opt-out of certain provisions of Chapter 152. Section 152.002(b) lists nine items which may not be waived. For example, a partnership agreement may not entirely eliminate the duties of loyalty and care imposed by Section 152.205 and Section 152.206. To the extent a partner's action does not implicate the duties of loyalty and care or some other provision under section 152.002(b), however, the propriety of such action is controlled by the partnership agreement.
No Fiduciary Duty ViolationNeither the duty of loyalty nor the duty of care imposes an obligation on a partner to pursue a potential business opportunity because another partner wishes to or to sell its shares to another partner under any price or terms. Further, "[a] partner does not violate a duty or obligation under [Chapter 152] merely because the partner's conduct furthers the partner's own interest." Tex. Bus. Org. Code ? 152.204(c).