Fiduciary Principles in Unincorporated Entity Law

Abstract

This chapter examines fiduciary principles in the context of unincorporated business entities, specifically general partnerships, limited partnerships (LPs), limited liability companies (LLCs). It begins with an overview of the sources of law that govern unincorporated business entities, covering both Delaware law as well as the various uniform unincorporated entity statutes promulgated by the Uniform Law Commission (ULC). The chapter proceeds by discussing the triggers for fiduciary duties in unincorporated entity law. It also explores the fiduciary duty of loyalty and duty of care for general partnerships, LPs, and LLCs, along with other legal obligations such as the obligation of disclosure and the duty of good faith and fair dealing. Finally, the chapter explains the extent to which fiduciary duties in unincorporated entity law are mandatory or subject to waiver by contractual agreement, as well as the remedies available for breach of fiduciary duty in general partnerships, LPs, and LLCs.