Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 152. GENERAL PARTNERSHIPS
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Tex. Bus. Orgs. Code § 152.204 (2026)

General Standards Of Partner's Conduct

✓ current as of May 2026
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Sec. 152.204. GENERAL STANDARDS OF PARTNER'S CONDUCT. (a) A partner owes to the partnership, the other partners, and a transferee of a deceased partner's partnership interest as designated in Section 152.406(a)(2):

(1) a duty of loyalty; and

(2) a duty of care.

(b) A partner shall discharge the partner's duties to the partnership and the other partners under this code or under the partnership agreement and exercise any rights and powers in the conduct or winding up of the partnership business:

(1) in good faith; and

(2) in a manner the partner reasonably believes to be in the best interest of the partnership.

(c) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

(d) A partner, in the partner's capacity as partner, is not a trustee and is not held to the standards of a trustee.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 77, eff. January 1, 2006.

Notes of Decisions
Cited in 16 cases (6 in the last 5 years), 2011–2025 · leading case: Tryco Enter. Inc., Sharon C. Dixon, James Dixon, Crown Staffing, Inc. & Troy Keith Dixon v. James A. Robinson, 390 S.W.3d 497 (Tex. App. 2012).
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Tryco Enter. Inc., Sharon C. Dixon, James Dixon, Crown Staffing, Inc. & Troy Keith Dixon v. James A. Robinson, 390 S.W.3d 497 (Tex. App. 2012). · cites it 4× “255(b); TEX. BUS. ORGS. CODE ANN. §§ 152.204 (Vernon 2011) (stating partner’s duties to partnership and other partners), 152.”
Mullen v. Jones (In Re Jones), 445 B.R. 677 (Bankr. N.D. Tex. 2011). · cites it 2× “Tex. Bus Orgs. Code, § 152.204(a)-(d). As mentioned above, very little case law has addressed the significance of these changes.”
David Harwood v. FNFS, Ltd., 637 F.3d 615 (5th Cir. 2011). “”)); see also Tex. Bus. Orgs. Code, § 152.204(d). We have nonetheless continued to state as a general rule that general partners owe fiduciary duties to the partnerships and the limited partners they serve, and that these duties are "trust-like.”
Bruce v. Cauthen, 515 S.W.3d 495 (Tex. App. 2017). “See Tex. Bus. Orgs. Code §§ 152.204, 152.205.”
Phap v. Nguyen, Andy Ngo & Dung T. Vu v. Manh Hoang & Dung Le, 507 S.W.3d 360 (Tex. App. 2016). “Tex. Bus. ORGS. Code Ann. § 152.204 (a) (West 2012).”
LG Ins. Mgmt. Servs., L.P. v. Leick, 378 S.W.3d 632 (Tex. App. 2012). “1, 2010) (now codified at Tex. Bus. Org.Code Ann. § 152.204 (West 2011)).”
Lopez v. Hernandez (In re Hernandez), 565 B.R. 367 (Bankr. W.D. Tex. 2017). “Tex. Bus. Orgs. Code Ann. § 152.204 (West 2015).”
T. Christian Cooper v. Sanders H. Campbell/Richard T. Mullen, Inc. D/B/A the Mullen Co. (Tex. App. 2016). “See TEX. BUS. ORGS. CODE ANN. § 152.204 (West 2012).”
David Bruce, an Individual, All. Recruiting Resources, Inc., & Kingwood Place GP, LLC v. Misty Cauthen, an Individual & Direct Hire.com LLC (Tex. App. 2016). “See Tex. Bus. Orgs. Code § 152.204, § 152.205.”
Happy Hollow Ranch, LP v. Howley (Bankr. N.D. Tex. 2024). “See Tex. Bus. Orgs. Code § 152.204(a); see also Hughes v.”
Dunn v. Chappelle (Bankr. S.D. Tex. 2022). “Tex. Bus. Orgs. Code Ann. § 152.204 (2021).”
Joshua Boyle, Ryan Pratt, & N-Motion Grp., LLC D/B/A N-Motion Transp. v. Kelly Decarteret, Decarteret Transp. LLC, Timothy Rouch (Tex. App. 2024). “See Tex. Bus. Orgs. Code Ann. § 152.204 (a) (“A partner owes to the partnership .”
Show all 16 citing cases →
— Tex. Bus. Orgs. Code § 152.204(a) — 2 cases
Mullen v. Jones (In Re Jones), 445 B.R. 677 (Bankr. N.D. Tex. 2011). “Tex. Bus Orgs. Code, § 152.204(a)-(d). As mentioned above, very little case law has addressed the significance of these changes.”
Happy Hollow Ranch, LP v. Howley (Bankr. N.D. Tex. 2024). “See Tex. Bus. Orgs. Code § 152.204(a); see also Hughes v.”
— Tex. Bus. Orgs. Code § 152.204(d) — 2 cases
David Harwood v. FNFS, Ltd., 637 F.3d 615 (5th Cir. 2011). “”)); see also Tex. Bus. Orgs. Code, § 152.204(d). We have nonetheless continued to state as a general rule that general partners owe fiduciary duties to the partnerships and the limited partners they serve, and that these duties are "trust-like.”
David Harwood v. FNFS, Ltd. (5th Cir. 2011).
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