Mass. Gen. Laws » Part I Title XV Chapter 108A
Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 21 (2026)

Accounting of partner to partnership; profits; personal representative of deceased partner

✓ current as of July 2026
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Section 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property.

(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

Notes of Decisions
Cited in 3 cases, 1993–2017 · leading case: Reed v. Zak (In re Zak), 573 B.R. 13 (Bankr. D. Mass. 2017).
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Reed v. Zak (In re Zak), 573 B.R. 13 (Bankr. D. Mass. 2017). “In addition, she advised Zak “to hold in trust all profits derived from the affairs of the partnership until this dispute is resolved, pursuant to M.G.L. c. 108A, Section 21.” On February 25, 2010, ZLO, LMG and Tradix Associates, Inc.”
Bane v. LeRoux (In Re Curran), 157 B.R. 500 (Bankr. D. Mass. 1993). “The majority of courts that have found a fiduciary duty to exist among partners have based their conclusion on § 21(1) of the Uniform Partnership Act (“UPA”) which states: (1) “Every partner must account to the partnership for any benefit, and hold as trustee for it any profits…”
Nickless v. Aaronson (In re Katz), 341 B.R. 123 (Bankr. D. Mass. 2006). “The Defendants moved to dismiss those counts in the original complaint that sought a declaration that the Partnership was dissolved by the Debtor’s bankruptcy (Count I), an accounting pursuant to M.G.L.c. 108A, §§21 and 22 (Count II), 2 and an *127 order permitting the Chapter 7…”
— Mass. Gen. Laws ch. 108A, § 21(1) — 1 case
Bane v. LeRoux (In Re Curran), 157 B.R. 500 (Bankr. D. Mass. 1993). “The majority of courts that have found a fiduciary duty to exist among partners have based their conclusion on § 21(1) of the Uniform Partnership Act (“UPA”) which states: (1) “Every partner must account to the partnership for any benefit, and hold as trustee for it any profits…”
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