Texas Codes
Tex. Bus. Orgs. Code § 152.205 (2026)
Partner's Duty Of Loyalty
✓ current as of May 2026
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Sec. 152.205. PARTNER'S DUTY OF LOYALTY. A partner's duty of loyalty includes:
(1) accounting to and holding for the partnership property, profit, or benefit derived by the partner:
(A) in the conduct and winding up of the partnership business; or
(B) from use by the partner of partnership property;
(2) refraining from dealing with the partnership on behalf of a person who has an interest adverse to the partnership; and
(3) refraining from competing or dealing with the partnership in a manner adverse to the partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Notes of Decisions
Cited in 5
cases (2 in the last 5 years), 2015–2025 · leading case: Phap v. Nguyen, Andy Ngo & Dung T. Vu v. Manh Hoang & Dung Le, 507 S.W.3d 360 (Tex. App. 2016).
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. § 152.205 (1) (West 2012).”
Energy Transfer Partners, L.P. & Energy Transfer Fuel, L.P. v. Enter. Prods. Partners, L.P. & Enter. Prods. Operating Llc (Tex. 2020). “The jury answered “yes” to the question whether “ETP and Enterprise [had] create[d] a 4 TEX. BUS. ORGS. CODE § 152.205. 5 partnership to market and pursue a pipeline project to transport crude oil from Cushing, Oklahoma to the Gulf Coast”.”
Happy Hollow Ranch, LP v. Howley (Bankr. N.D. Tex. 2024). “77 See Tex. Bus. Orgs. Code § 152.205 (including in a partner’s duty of loyalty the duty to refrain from certain affirmative actions such as using partnership property for non-partnership reasons and executing transactions involving conflicts of interest); Loy v.”
Primexx Energy Opportunity Fund, LP & Primexx Energy Opportunity Fund II, LP v. Primexx Energy Corp., M. Christopher Doyle, Angelo Acconcia, Blackstone Inc., Blackstone Holdings III LP, Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy Mgmt. Assocs. II LLC, Blackstone Energy Partners II LP, Blackstone Mgmt. Assocs. VII LLC, Blackstone Capital Partners VII LP, BCP VII/BEP II Holdings Manager LLC, BX Primexx Topco LLC, & BPP Holdco LLC (Tex. App. 2025). “passim Tex. Bus. Org. Code § 152.204 ...........”
Joan DeYoung, Stephen DeYoung, M.D., & David DeYoung v. William L. Maynard, Individually & as of the Est. of Judy Page Maynard, & Maynard Props., L.P. (Tex. App. 2015). “9 Tex. Bus. Orgs. Code § 152.206...........”
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