Florida Statutes
Fla. Stat. § 620.1408 (2025)
General standards of conduct for general partner.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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620.1408 General standards of conduct for general partner.—
(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3).
(2) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:
(a) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity.
(b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership.
(c) To refrain from competing with the limited partnership in the conduct of the limited partnership’s activities.
(3) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A general partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(5) A general partner does not violate a duty or obligation under this act or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
Notes of Decisions
Cited in 3
cases, 2009–2020 · leading case: Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009).
Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009). “” Fla. Stat. § 620.1408 (5). 5 The Wolfs Lair partnership agreement authorizes the general partner, for and on behalf of the partnership, to employ or deal with himself or other entities in which he has an interest.”
Parker Waichman LLP v. R.J. Reynolds Tobacco Co. (Fla. 4th DCA 2019). “See § 620.1408, Fla. Stat. (2018). For instance, a general partner has a duty of loyalty to the partnership which it must follow even during the process of winding up the partnership’s activities.”
Gordon v. Royal Palm Real Est. Inv. Fund I, LLLP (E.D. Mich. 2020). “1110 (2)(e), and Fla. Stat. § 620.1408 . Both parties move for summary judgment regarding Bruce Rosetto’s and the Management Company’s alleged breach of their duties to Plaintiff as well as the Partnership Agreement.”
— 620.1408(2)(a) — 1 case
Carolina Pres. Partners, Inc. v. Wolf Arbin Weinhold, 414 B.R. 754 (M.D. Fla. 2009). “” Fla. Stat. § 620.1408 (5). 5 The Wolfs Lair partnership agreement authorizes the general partner, for and on behalf of the partnership, to employ or deal with himself or other entities in which he has an interest.”
— 620.1408(3) — 1 case
Parker Waichman LLP v. R.J. Reynolds Tobacco Co. (Fla. 4th DCA 2019). “See § 620.1408, Fla. Stat. (2018). For instance, a general partner has a duty of loyalty to the partnership which it must follow even during the process of winding up the partnership’s activities.”
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