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Dimitry K., Esq.
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Pennsylvania Law. Facts:A Limited partnership has two general

Resolved Question:

Pennsylvania Law. Facts:A Limited partnership has two general partners. The LP Agreement provides that either general partner may act independently. Partner Smith, without the knowledge or consent of Partner Jones, enters into a contract of sale for the property owned by the LP.
Questions: Under Pennsylvania LP or Partnership Law (please provide reference) are the partners legally obligated to inform their partner of intention, etc. beforehand? If so, would failure to inform be thebasis to void a contract of sale entered into?
Submitted: 1 year ago.
Category: Legal
Expert:  Dimitry K., Esq. replied 1 year ago.
Thank you for your question. Please permit me to assist you with your concerns. I happen to be a licensed Pennsylvania professional and will do my best to assist you.

Under Pennsylvania law, specifically Section 8331.2, there is no express requirement that each partner communicate this purchase or intent up-front. Partners can contractually indemnify each other, and can contractually maintain further obligations, but as the partners are under personal liability, that also extends to making personal contracts and transactions if they are both general partners. Failure to inform would NOT void the contract, the contract would remain valid, but if there is a private agreement between partners to notify, the other partner could pursue a breach of fiduciary duty suit and seek damages (but only if such an agreement existed beforehand). Here is the code below:

§ 8331. Rules determining rights and duties of partners.
The rights and duties of the partners in relation to the
partnership shall be determined, subject to any agreement
between them, by the following rules:
(1) Each partner shall be repaid his contributions,
whether by way of capital or advances to the partnership
property, and share equally in the profits and surplus
remaining after all liabilities, including those to partners,
are satisfied and must contribute towards the losses, whether
of capital or otherwise, sustained by the partnership,
according to his share in the profits.
(2) The partnership must indemnify every partner in
respect of payments made and personal liabilities reasonably
incurred by him in the ordinary and proper conduct of its
business or for the preservation of its business or property.
(3) A partner who, in aid of the partnership, makes any
payment or advance beyond the amount of capital which he
agreed to contribute, shall be paid interest from the date of
the payment or advance.
(4) A partner shall receive interest on the capital
contributed by him only from the date when repayment should
be made.
(5) All partners have equal rights in the management and
conduct of the partnership business.
(6) No partner is entitled to remuneration for acting in
the partnership business except that a surviving partner is
entitled to reasonable compensation for his services in
winding up the partnership affairs.
(7) No person can become a member of a partnership
without the consent of all the partners.
(8) Any difference arising as to ordinary matters
connected with the partnership business may be decided by a
majority of the partners but no act in contravention of any
agreement between the partners may be done rightfully without
the consent of all the partners.
Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 38618
Experience: Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
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