Florida Statute 620.8404 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 620
PARTNERSHIP LAWS

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F.S. 620.8404

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.

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Amendments to 620.8404

Arrestable Offenses / Crimes under Fla. Stat. 620.8404

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 620.8404.

Annotations, Discussions, Cases:

Cases Citing Statute 620.8404

Total Results: 3

VICKEN BEDOYAN v. HAROUT SAMRA

Court: Fla. Dist. Ct. App. | Date Filed: 2022-09-30T00:53:00-07:00

Snippet: s. 620.8401, s. 620.8403, or s. 620.8404; 2. Such partner's right upon

Hallock v. Holiday Isle Resort & Marina

Court: Fla. Dist. Ct. App. | Date Filed: 2004-10-27T00:00:00-07:00

Citation: 885 So. 2d 459, 2004 Fla. App. LEXIS 15901, 2004 WL 2389548

Snippet: So.2d 163, 171 (Fla.1953). According to section 620.8404(2), Florida Statutes (2000), a partner's …fiduciary duty to Hallock. Specifically, section 620.8404(2)(c) prevented the partners in this joint venture…owed a fiduciary duty to Hallock under section 620.8404(2), Florida Statutes (2000). We further find that

Lundstrom Realty Advisors, Inc. v. Schickedanz Bros.-Riviera Ltd.

Court: Fla. Dist. Ct. App. | Date Filed: 2003-10-22T00:53:00-07:00

Citation: 856 So. 2d 1117

Snippet: from an alleged partnership relationship. See § 620.8404, Fla. Stat. (2002)(partner owes partnership fiduciary