Delaware Code

6 Del. C. § 17-306 (2026)

Remedies for breach of partnership agreement by limited partner

✓ current as of May 2026

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A partnership agreement may provide that:

(1) A limited partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; and

(2) At the time or upon the happening of events specified in the partnership agreement, a limited partner shall be subject to specified penalties or specified consequences.

Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.

67 Del. Laws, c. 348, § 18; 73 Del. Laws, c. 73, § 21;

Notes of Decisions

Cited in 4 cases (4 in the last 5 years), 2023–2025 · leading case: Ainslie, Brad v. Cantor Fitzgerald LP (Del. Ch. 2023).

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Ainslie, Brad v. Cantor Fitzgerald LP (Del. Ch. 2023). · cites it 3× “”112 Section 17-306 further provides that “[s]uch specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.”

Ainslie, Brad v. Cantor Fitzgerald LP (Del. Ch. 2023). · cites it 3× “”112 Section 17-306 further provides that “[s]uch specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.”

Cantor Fitzgerald, L.P. v. Ainslie (Del. 2024). · cites it 2× “As the Court of Chancery recognized, 6 Del. C. § 17-306 permits partnership agreements to contain consequences that would be “unavailable in a standard commercial contract, most notably penalties and forfeitures.”

AG Mobile Holdings LP v. H.I.G. Mobile LP (Del. Ch. 2025). “2024) (noting “[a]s the Court of Chancery recognizes, 6 Del. C. § 17-306 permits partnership agreements to contain consequences that would be unavailable in a standard commercial contract[.”

6 Del. C. § 17-306(1): 2 cases

Ainslie, Brad v. Cantor Fitzgerald LP (Del. Ch. 2023). “”112 Section 17-306 further provides that “[s]uch specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.”

Ainslie, Brad v. Cantor Fitzgerald LP (Del. Ch. 2023). “”112 Section 17-306 further provides that “[s]uch specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.”

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