Texas Codes

Tex. Bus. Orgs. Code § 152.205 (2026)

Partner's Duty Of Loyalty

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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.—Houston [1st Dist.] 2016).
Phap v. Nguyen, Andy Ngo & Dung T. Vu v. Manh Hoang & Dung Le, 507 S.W.3d 360 (Tex. App.—Houston [1st Dist.] 2016). “Tex. Bus. Orgs. Code Ann. § 152.205 (1) (West 2012).”
Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., 593 S.W.3d 732 (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, No. 23-03068 (Bankr. N.D. Tex. Feb. 2, 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 v. Primexx Energy Corp., No. 15-25-00120-CV (Tex. App.—15th Dist. Oct. 16, 2025). “passim Tex. Bus. Org. Code § 152.204 ...........”
Joan DeYoung v. William L. Maynard, No. 01-15-00260-CV (Tex. App.—Houston [1st Dist.] Aug. 17, 2015). “9 Tex. Bus. Orgs. Code § 152.206...........”
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