Analysis of the American limited partnership's general partner fiduciary duties

Paper Keywords: general pArtner of limited pArtnership fiduciary duties

Abstract: fiduciary duty as a mandatory legal provisions and means of relief afterwards, to make up incomplete contract commitments arising from gaps in the agent protected in weak position of the pArty's interests. Our legal system provides for a limited pArtnership, but on the general pArtner is not perfect faith obligations. So. Draw on the relevant provisions of U.S. Law, improve the fiduciary duties of general partner of the relevant provisions of the system of limited partnership is the development of the inevitable choice.

Fiduciary duties, also known as fiduciary duty, that faith-based relations between the parties obligations. "Black's Law Dictionary," defined as a fiduciary relationship to the kind of relationship: a relationship in the matters within the scope of a duty to serve the interests of another person. Among them, the service provider who is in a trusted position, he served the legal relationship between the party is who in the credit. In general, the fiduciary duties include active duty and negative aspects of duty of loyalty.

One, the United States, "Uniform Limited Partnership Act" on the obligations of
2001 Lutheran Year "Uniform Limited Partnership Act," Article 408 provides that, unless the general partner in a particular matter has not been limited partner agency the authority to act, and dealing with the general partner who knows, has been notified or advised of the general partner is not authorized, as a limited partner and an agent of other partners, general partners and limited partners should bear the fiduciary duty to other partners. General partner's fiduciary duties, including commitment to duty of loyalty and duty of care of two aspects. Article 408 (b) provides that a partner in the development and end the activities of limited partnership and other partners of the Partnership assumed the duty of care is not engaged in gross negligence or reckless conduct, willful misconduct, or intentional offense. Article 408 (b) provides that the general partner's fiduciary duties include: (1) to explain the limited partnership and limited partnership as a trustee, general partner by the end of the limited partnership in the conduct and activities, or from ordinary Partners in the use of the limited partnership property, including the use of the limited partnership opportunities, access to any property, profit or interest: (2) shall not conduct or activities of the end of the limited partnership and limited partnership as or on behalf of a party to a conflict of interest and limited trading partner: and (3) shall not conduct or activities of the end of the limited partnership and limited partnership competition.

Although the United States statutory Law in the limited partnership's general partner to make a clear fiduciary duty provisions, but in judicial practice, courts for efficiency reasons, it did not flavored fiduciary duties will be applied to the general partner , but according to a specific situation has relaxed. As the national case Law, the Court's jurisprudence has a more important explanation of the meaning, and can break through and the development of the statute.

Second, duty of care History
1914 years "Uniform Partnership Act," developed at the beginning, and no duty of care standard to be clearly defined. Exactly what kind of partner commitment to duty of care, by a judge under the common Law of agency rules, similar to the previous case and the specific circumstances of the case decision. In the actual case, if there is no detailed provisions in the partnership agreement the general partner's duty of care standard, the court in the multi-agency law to adapt to the rules an cautious, when the general partner does not meet the general standards of behavior when the degree of caution on the need for The loss caused by the act to take personal responsibility, partnership, only the second alternative assumes responsibility. Links to Research Papers Download http://www.hi138.com
Amended in 1994, "Uniform Partnership Act" stipulates that "the end of a partner in the development and the activities of limited partnership and other partners of the Partnership assumed the duty of care is not engaged in gross negligence or reckless conduct, willful misconduct, or intentional illegal ", the first time in the form of law partners clearly defined duty of care. 2001, "Unification Limited Partnership Act," have done the same requirements. Which provides that from the point of view, "Uniform Partnership Act," the judge on duty of care was significantly lower than the standard established by court precedent "general care" standard, in large part by the Company Law in the "Business Judgement Rule" (Busi.nessJudgmentRule ) is a violation of duty of directors to judge the impact of standards.

III The History
duty of loyalty in 1914, "Uniform Partnership Act" before, there is no fiduciary duty on the partners of the law. 0Lattav. Kilb0um0 case, although not a partner fiduciary duties on the first case, judicial precedents and did not use the term duty of loyalty, but it has almost concluded at the time the court recognized the various fiduciary duties a partner in those who are still under common law the fiduciary duties of the state views the decision, the court is still the case in accordance with the principles to determine the partner's fiduciary duties. 01914, promulgated the "Uniform Partnership Act," absorbed Lattav. Kilboum the part of the rules of the partner's fiduciary duties described as "a partnership that each partner should be, and as a trustee for the partnership, set up by partners, conduct or liquidation of the limited partnership activities, or from the use of partnership property, any profit gained. "
1992 Amendment of the" reunification _ Partnership Law "from the three limited partners the scope of duty of loyalty. First, the duty of loyalty only source of income on its profits, to avoid conflicts of interest and actually trade against three; Secondly, if the behavior of a partner to promote the interests of the partners themselves do not constitute a breach of duty of loyalty; Third, changes a former partner at all against the practice of self-serving behavior.

2001 years "Uniform Limited Partnership Act," all the successors of the 1992 "Uniform Partnership Act" on a partner's duty of loyalty provisions of Article 408 (b) provides that the general partner's fiduciary duties include: (1) Note to the limited partnership and limited partnership as a trustee, general partner by the end of the limited partnership in the conduct and activities, or from use of the limited partnership the general partner's property, including the use of the limited partnership opportunities, access to any property, profit or benefit; (2) shall not conduct or activities of the end of the limited partnership and limited partnership as or on behalf of a party to a conflict of interest and limited partnership transactions; and (3) shall not conduct or activities of the end of the limited partnership and limited Partnership competition.

The existing 2001 "Uniform Limited Partnership Act", the general partner's fiduciary duties to the general fiduciary duty of loyalty than the content of the obligation to the narrow lot. As we have pointed out, the scope of duty of loyalty is a broad and high level of standards of conduct, which not only has faith must avoid negative conflict of interest requirements, there is a Lutheran can only use the powers for the benefit of the positive requirements. V The current law only requires the general partner of a negative duty of loyalty, but does not require the general partner a positive duty of loyalty.