Partnership Agreements and the Duty of Loyalty

Under Florida Statute § 620.1110(2)(e) a partnership agreement may not eliminate the duty of loyalty of a general partner. But, the agreement may identify specific activities or types of activities that do not violate the duty (if not patently unreasonable). Furthermore, the agreement may identify the specifications (i.e. number, percentage, class or other type of partners) for ratifying new activities or types of activities that do not violate the duty going forward.