Florida Statutes

Fla. Stat. § 620.1110 (2025)

Effect of partnership agreement; nonwaivable provisions.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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620.1110 Effect of partnership agreement; nonwaivable provisions.—

(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.

(2) A partnership agreement may not:

(a) Vary a limited partnership’s power under s. 620.1105 to sue, be sued, and defend in its own name;

(b) Vary the law applicable to a limited partnership under s. 620.1106;

(d) Vary the information required under s. 620.1111 or unreasonably restrict the right to information under s. 620.1304 or s. 620.1407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(e) Eliminate the duty of loyalty of a general partner under s. 620.1408 but the partnership agreement may:

1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

2. Specify the number, percentage, class, or other type of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(f) Unreasonably reduce the duty of care of a general partner under s. 620.1408(3);

(g) Eliminate the obligation of good faith and fair dealing under ss. 620.1305(2) and 620.1408(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(h) Vary the power of a person to dissociate as a general partner under s. 620.1604(1), except to require that the notice under s. 620.1603(1) be in a record;

(i) Vary the power of a court to decree dissolution in the circumstances specified in s. 620.1802;

(j) Vary the requirement to wind up the partnership’s business as specified in s. 620.1803;

(k) Unreasonably restrict the right to maintain an action under s. 620.2001 or s. 620.2002;

(l) Restrict the right of a partner under s. 620.2110(1) to approve a conversion or merger or the right of a general partner under s. 620.2110(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or

(m) Restrict rights under this act of a person other than a partner or a transferee.

History.—s. 17, ch. 2005-267; s. 72, ch. 2006-1.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2009–2021 · leading case: Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009).

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Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009). · cites it 5× “” Fla. Stat. § 620.1110 (1). The Wolfs Lair partnership agreement provides that the general partner has “exclusive” authority to operate the partnership’s business and the limited partner shall not participate in the management of the business.”

Gordon v. Royal Palm Real Est. Inv. Fund I, LLLP (E.D. Mich. 2020). · cites it 3× “In addition to their duties under the Partnership Agreement, Management Company, Royal Marketing Services, Robert Rosetto, Roxanne Rosetto, and Bruce Rosetto owed to Legisi and McKnight a statutory duty of care, Fla. Stat. § 620.1110 (2)(f), a statutory duty of good faith and…”

Parker Waichman LLP v. R.J. Reynolds Tobacco Co. (Fla. 4th DCA 2019). · cites it 2× “See § 620.1110, Fla. Stat. (2018). In contrast, “[a] limited partner does not have any fiduciary duty to the limited [liability] partnership” but must discharge its duties “consistently with the obligation of good faith and fair dealing.”

Gordon v. Royal Palm Real Est. Inv. Fund I, LLLP (E.D. Mich. 2021). · cites it 2× “” Fla. Stat. § 620.1110 . Specifically, Plaintiff asserts that this conclusion amounted to a palpable defect, because partnership agreement terms cannot waive statutory duties.”

— 620.1110(2)(e) — 1 case

Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009). “” Fla. Stat. § 620.1110 (1). The Wolfs Lair partnership agreement provides that the general partner has “exclusive” authority to operate the partnership’s business and the limited partner shall not participate in the management of the business.”

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