Under CA Corporations Code Section 15904.08 a general partner’s fiduciary duties owed to the limited partners and other general partners include the following:
• Account for the limited partnership assets;
• Hold property, profit, or benefits derived from partnership property or activities as a trustee for the benefit of the limited partnership;
• Refrain from acting as or on behalf of another with an adverse interest when dealing with the limited partnership; • Refrain from competing with the limited partnership; and
• Refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or breaking the law regarding partnership activities.
So, if the GP is not in compliance, a breach of fiduciary duty claim may be asserted under one of the above theories.
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