620.8404
General standards of partner’s conduct.
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620.8404 General standards of partner’s conduct.—
(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3).
(2) A partner’s duty of loyalty to the partnership and the other partners is limited to the following:
(a) To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(3) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A 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 partner does not violate a duty or obligation under this act or under a partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
History.—s. 13, ch. 95-242; s. 21, ch. 2005-267.
Notes of Decisions
Cited in 10
cases (3 in the last 5 years), 2003–2026 · leading case: Hallock v. Holiday Isle Resort & Marina
Hallock v. Holiday Isle Resort & Marina (2004)
“According to section 620.8404(2), Florida Statutes (2000), a partner's duty of loyalty to the partnership and the other parties includes, without limitation the following: (a) To account for the partnership and hold as trustee for the partnership any property, profit, or benefit…”
Salkin v. Chira (In Re Chira) (2006)
“Fla. Stat. § 620.8404 (1). A partner’s duty of loyalty to the partnership and the other partners includes, without limitation, the following: (a) to account to the partnership and hold as Trustee for the partnership any property, profit, or benefit derived by the partner in the…”
Lundstrom Realty Advisors, Inc. v. Schickedanz Bros.-Riviera Ltd. (2003)
“See § 620.8404, Fla. Stat. (2002)(partner owes partnership fiduciary duty of loyalty).”
Sigmund Lefkovitz v. Nathan Wagner, and Jarnis United Properties Co., Proposed Intervenor-Appellant, and Grippo & Elden, (2005)
“Fla. Stat. Ann. § 620.8404 ; see id., § 620.”
Carolina Preservation Partners, Inc. v. Wolf Arbin Weinhold (2009)
“3d DCA 2004) (citing Revised Uniform Partnership Act, Fla. Stat. § 620.8404 ). Furthermore, “[a] creditor of a general partner cannot satisfy a judgment against the general partner out of funds of the partnership.”
The Lane Construction Corporation v. Skanska USA Civil Southeast, Inc. (2026)
“See Fla. Stat. § 620.8404. Skanska next points us to § 5.”
Runway Farms, LLC v. Oakes Farms, Inc. (2021)
“See Fla. Stat. § 620.8404 (6) (stating a partner may lend money to the partnership and have the same rights as a nonpartner lender).”
Bejarano Sader v. Padron (2019)
“§ 620.8404 (2), a section of Florida’s Revised Uniform Partnership Act).”
Roche Freedman LLP v. Jason Cyrulnik (2023)
“8404 of the FRUPA provides for “[g]eneral standards of partner’s conduct,” and states that “[t]he only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3),” Fla. Stat. §…”
Lefkovitz, Sigmund v. Wagner, Nathan (2005)
“Fla. Stat. Ann. § 620.8404 ; see id., § 620.”
— 620.8404(2) — 2 cases
Hallock v. Holiday Isle Resort & Marina (2004)
“According to section 620.8404(2), Florida Statutes (2000), a partner's duty of loyalty to the partnership and the other parties includes, without limitation the following: (a) To account for the partnership and hold as trustee for the partnership any property, profit, or benefit…”
The Lane Construction Corporation v. Skanska USA Civil Southeast, Inc. (2026)
“See Fla. Stat. § 620.8404. Skanska next points us to § 5.”
— 620.8404(2)(b) — 1 case
The Lane Construction Corporation v. Skanska USA Civil Southeast, Inc. (2026)
“See Fla. Stat. § 620.8404. Skanska next points us to § 5.”
— 620.8404(2)(c) — 1 case
Hallock v. Holiday Isle Resort & Marina (2004)
“According to section 620.8404(2), Florida Statutes (2000), a partner's duty of loyalty to the partnership and the other parties includes, without limitation the following: (a) To account for the partnership and hold as trustee for the partnership any property, profit, or benefit…”
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