Va. Code » Title 50. Partnerships » Chapter 2.2. Virginia Uniform Partnership Act » Article 4. Relations of Partners to Each Other and to Partnership
Virginia Code

Va. Code Ann. § 50-73.102 (2026)

General standards of partner's conduct

✓ current as of May 2026
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A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.

B. A partner's duty of loyalty to the partnership and the other partners is limited to the following:

1. To account to the partnership and hold as trustee for it 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;

2. 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

3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

C. 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.

D. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

E. 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.

F. 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.

1996, c. 292.

Notes of Decisions
Cited in 12 cases (5 in the last 5 years), 2000–2025 · leading case: WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007).
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WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). · cites it 12× “Code §§ 50-73.79 et seq. (“Partnership Act”), which expressly defines partners’ fiduciary duties to the partnership and to the other partners, the L.”
Data Mountain Solutions, Inc. v. Giordano (In re Giordano), 472 B.R. 313 (Bankr. E.D. Va. 2012). · cites it 3× “” Va.Code § 50-73.102(B)(l). Other courts have held that a joint venture relationship is sufficient to establish a fiduciary relationship under Section 523(a)(4), particularly where the debtor is responsible for managing the venture’s funds.”
Remora Investments, L.L.C. v. Orr, 673 S.E.2d 845 (Va. 2009). · cites it 2× “, between stockholders of a corporation, or between individual shareholders and officers and directors. By contrast, general partnership law in Virginia provides that "a partner owes to the partnership and the other partners .”
In Re Garrison-Ashburn L.C., 253 B.R. 700 (Bankr. E.D. Va. 2000). “§ 50-73.102(B), (D). The1 absence of any stat-uloiy fiduciary obligation, of one member to another or to the company is significant.”
Friedberg v. Hague Park Apts., 61 Va. Cir. 589 (2001). · cites it 5× “Though not part of VRULPA, Code § 50-73.102(B)(2) is applicable to the general partners of limited partnerships.”
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). · cites it 7× “Va. Code § 50-73.102(A). It also has an obligation of good '0 The provisions of the VUPA apply here because, under the Virginia Revised Uniform Limited Partnership Act, “[e]xcept as provided in this chapter, a general partner of a limited 10 faith and fair dealing.”
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). · cites it 4× “Va. Code § 50-73.102(A). It also has an obligation of good faith and fair dealing.”
Girolama M. Lopiccolo v. Able Archer, LLC (Va. Ct. App. 2025). · cites it 2× “” See Code § 50-73.102(B)(1). Finally, the Act affords all partners the right to bring an action against the partnership or another partner for any “legal or equitable relief” necessary to enforce the partner’s rights under the Act or partnership agreement.”
George Bailey, Jr. v. A. Delores Bailey, a/k/a Alma Delores Bailey (Va. Ct. App. 2025). · cites it 2× “See Code § 50-73.102. George repeatedly and deliberately used large sums of the partnership’s funds for his own personal use without conferring with or alerting Delores to his actions.”
A. Delores Bailey, a/k/a Alma Delores Bailey v. George Bailey, Jr. (Va. Ct. App. 2025). · cites it 2× “See Code § 50-73.102. George repeatedly and deliberately used large sums of the partnership’s funds for his own personal use without conferring with or alerting Delores to his actions.”
Remora Investmets, L.L.C. v. Orr, 74 Va. Cir. 358 (Fairfax Cir. Ct. 2007). · cites it 3× “The Court continues: The General Assembly’s express imposition of fiduciary duties among partners in a partnership, Va. Code § 50-73.102(A), demonstrates that the General Assembly is conscious of the language needed to impose fiduciary duties if desired.”
Woodie v. Woodie, 73 Va. Cir. 394 (Roanoke County Cir. Ct. 2007). “See § 50-73.102, Code of Virginia (1950), as amended.”
— Va. Code Ann. § 50-73.102(A) — 5 cases
Remora Investments, L.L.C. v. Orr, 673 S.E.2d 845 (Va. 2009). “, between stockholders of a corporation, or between individual shareholders and officers and directors. By contrast, general partnership law in Virginia provides that "a partner owes to the partnership and the other partners .”
WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). “Code §§ 50-73.79 et seq. (“Partnership Act”), which expressly defines partners’ fiduciary duties to the partnership and to the other partners, the L.”
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). “Va. Code § 50-73.102(A). It also has an obligation of good '0 The provisions of the VUPA apply here because, under the Virginia Revised Uniform Limited Partnership Act, “[e]xcept as provided in this chapter, a general partner of a limited 10 faith and fair dealing.”
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). “Va. Code § 50-73.102(A). It also has an obligation of good faith and fair dealing.”
Remora Investmets, L.L.C. v. Orr, 74 Va. Cir. 358 (Fairfax Cir. Ct. 2007). “The Court continues: The General Assembly’s express imposition of fiduciary duties among partners in a partnership, Va. Code § 50-73.102(A), demonstrates that the General Assembly is conscious of the language needed to impose fiduciary duties if desired.”
— Va. Code Ann. § 50-73.102(B) — 2 cases
In Re Garrison-Ashburn L.C., 253 B.R. 700 (Bankr. E.D. Va. 2000). “§ 50-73.102(B), (D). The1 absence of any stat-uloiy fiduciary obligation, of one member to another or to the company is significant.”
WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). “Code §§ 50-73.79 et seq. (“Partnership Act”), which expressly defines partners’ fiduciary duties to the partnership and to the other partners, the L.”
— Va. Code Ann. § 50-73.102(B)(1) — 1 case
Girolama M. Lopiccolo v. Able Archer, LLC (Va. Ct. App. 2025). “” See Code § 50-73.102(B)(1). Finally, the Act affords all partners the right to bring an action against the partnership or another partner for any “legal or equitable relief” necessary to enforce the partner’s rights under the Act or partnership agreement.”
— Va. Code Ann. § 50-73.102(B)(2) — 2 cases
WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). “Code §§ 50-73.79 et seq. (“Partnership Act”), which expressly defines partners’ fiduciary duties to the partnership and to the other partners, the L.”
Friedberg v. Hague Park Apts., 61 Va. Cir. 589 (2001). “Though not part of VRULPA, Code § 50-73.102(B)(2) is applicable to the general partners of limited partnerships.”
— Va. Code Ann. § 50-73.102(B)(l) — 1 case
Data Mountain Solutions, Inc. v. Giordano (In re Giordano), 472 B.R. 313 (Bankr. E.D. Va. 2012). “” Va.Code § 50-73.102(B)(l). Other courts have held that a joint venture relationship is sufficient to establish a fiduciary relationship under Section 523(a)(4), particularly where the debtor is responsible for managing the venture’s funds.”
— Va. Code Ann. § 50-73.102(C) — 1 case
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). “Va. Code § 50-73.102(A). It also has an obligation of good '0 The provisions of the VUPA apply here because, under the Virginia Revised Uniform Limited Partnership Act, “[e]xcept as provided in this chapter, a general partner of a limited 10 faith and fair dealing.”
— Va. Code Ann. § 50-73.102(D) — 2 cases
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). “Va. Code § 50-73.102(A). It also has an obligation of good '0 The provisions of the VUPA apply here because, under the Virginia Revised Uniform Limited Partnership Act, “[e]xcept as provided in this chapter, a general partner of a limited 10 faith and fair dealing.”
Multi-Hous. Tax Credit Partners XXX v. Alexander Dairy Assocs., LLC (E.D. Va. 2021). “Va. Code § 50-73.102(A). It also has an obligation of good faith and fair dealing.”
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