Wash. Rev. Code » Title 25 · Chapter 25.05
Revised Code of Washington

Wash. Rev. Code § 25.05.015 (2026)

✓ current as of May 2026
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(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under RCW 25.05.025 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under RCW 25.05.160(2);
(c) Eliminate the duty of loyalty under RCW 25.05.165(2) or 25.05.235(2)(c), but, if not manifestly unreasonable:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; or
(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under RCW 25.05.165(3) or 25.05.235(2)(c);
(e) Eliminate the obligation of good faith and fair dealing under RCW 25.05.165(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under RCW 25.05.230(1), except to require the notice under RCW 25.05.225(1) to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in RCW 25.05.225(5);
(h) Vary the requirement to wind up the partnership business in cases specified in RCW 25.05.300 (4), (5), or (6);
(i) Vary the law applicable to a limited liability partnership under RCW 25.05.030(2); or
(j) Restrict rights of third parties under this chapter.
[ 1998 c 103 s 103.]
Notes of Decisions
Cited in 16 cases (1 in the last 5 years), 2005–2022 · leading case: Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006).
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Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). · cites it 3× “[19] RCW 25.05.015(1) provides that "relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). · cites it 3× “RCW 25.05.015(1) provides that “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “RCW 25.05.015(2)(j) (Unir P’ship Act § 103(b)(10)); see also Gildon, 158 Wn.”
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). · cites it 2× “2d at 393 ; RCW 25.05.015. [7] With few exceptions, not applicable here, partners may "write their own ticket.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). · cites it 2× “2d *201 at 393 ; RCW 25.05.015. 7 With few exceptions, not applicable here, partners may “write their own ticket.”
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). · cites it 3× “RCW 25.05.015(1) provides that with respect to most matters, “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). · cites it 2× “165(3)” or “[e]liminate the obligation of good faith and fair dealing under RCW 25.05.165(4).” RCW 25.05.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). · cites it 3× “Because the certified question and the record indicate that AT & T acted in good faith, paid fair market value, and fully disclosed the nature of its self-dealing transaction, the transaction was not "manifestly unreasonable" within the meaning of RCW 25.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). “RCW 25.05.015(1) (“To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). · cites it 3× “Because the certified question and the record indicate that AT&T acted in good faith, paid fair market value, and fully disclosed the nature of its self- *115 dealing transaction, the transaction was not “manifestly unreasonable” within the meaning of RCW 25.”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). “[7] RCW 25.05.015(1) ("To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.”
J&J Celcom v. AT&T Wireless Servs., Inc., 481 F.3d 1138 (9th Cir. 2007). “If the Supreme Court of Washington holds that the asset sales would violate the duty of loyalty, and that the language in the partnership agreements is insufficient to contract around this duty under Wash. Rev.Code § 25.05.015(2)(c)(ii), then we must reverse the district court’s…”
Show all 16 citing cases →
— Wash. Rev. Code § 25.05.015(1) — 8 cases
Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). “[19] RCW 25.05.015(1) provides that "relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). “RCW 25.05.015(1) provides that “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “RCW 25.05.015(1) provides that with respect to most matters, “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). “2d at 393 ; RCW 25.05.015. [7] With few exceptions, not applicable here, partners may "write their own ticket.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). “2d *201 at 393 ; RCW 25.05.015. 7 With few exceptions, not applicable here, partners may “write their own ticket.”
— Wash. Rev. Code § 25.05.015(2) — 4 cases
Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). “[19] RCW 25.05.015(1) provides that "relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). “RCW 25.05.015(1) provides that “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “RCW 25.05.015(1) provides that with respect to most matters, “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Int'l Marine Underwriters v. ABCD Marine, LLC (Wash. 2013).
— Wash. Rev. Code § 25.05.015(2)(c) — 4 cases
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “165(3)” or “[e]liminate the obligation of good faith and fair dealing under RCW 25.05.165(4).” RCW 25.05.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “Because the certified question and the record indicate that AT & T acted in good faith, paid fair market value, and fully disclosed the nature of its self-dealing transaction, the transaction was not "manifestly unreasonable" within the meaning of RCW 25.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “Because the certified question and the record indicate that AT&T acted in good faith, paid fair market value, and fully disclosed the nature of its self- *115 dealing transaction, the transaction was not “manifestly unreasonable” within the meaning of RCW 25.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's (Wash. Ct. App. 2015).
— Wash. Rev. Code § 25.05.015(2)(c)(i) — 2 cases
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “Because the certified question and the record indicate that AT & T acted in good faith, paid fair market value, and fully disclosed the nature of its self-dealing transaction, the transaction was not "manifestly unreasonable" within the meaning of RCW 25.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “Because the certified question and the record indicate that AT&T acted in good faith, paid fair market value, and fully disclosed the nature of its self- *115 dealing transaction, the transaction was not “manifestly unreasonable” within the meaning of RCW 25.”
— Wash. Rev. Code § 25.05.015(2)(c)(ii) — 3 cases
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “Because the certified question and the record indicate that AT & T acted in good faith, paid fair market value, and fully disclosed the nature of its self-dealing transaction, the transaction was not "manifestly unreasonable" within the meaning of RCW 25.”
J&J Celcom v. AT&T Wireless Servs., Inc., 481 F.3d 1138 (9th Cir. 2007). “If the Supreme Court of Washington holds that the asset sales would violate the duty of loyalty, and that the language in the partnership agreements is insufficient to contract around this duty under Wash. Rev.Code § 25.05.015(2)(c)(ii), then we must reverse the district court’s…”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “Because the certified question and the record indicate that AT&T acted in good faith, paid fair market value, and fully disclosed the nature of its self- *115 dealing transaction, the transaction was not “manifestly unreasonable” within the meaning of RCW 25.”
— Wash. Rev. Code § 25.05.015(2)(d) — 2 cases
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “165(3)” or “[e]liminate the obligation of good faith and fair dealing under RCW 25.05.165(4).” RCW 25.05.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's (Wash. Ct. App. 2015).
— Wash. Rev. Code § 25.05.015(2)(j) — 3 cases
Gildon v. Simon Prop. Grp., Inc., 145 P.3d 1196 (Wash. 2006). “[19] RCW 25.05.015(1) provides that "relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Gildon v. Simon Prop. Grp., Inc., 158 Wash. 2d 483 (Wash. 2006). “RCW 25.05.015(1) provides that “relations among the partners and between the partners and the partnership are governed by the partnership agreement.”
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “RCW 25.05.015(2)(j) (Unir P’ship Act § 103(b)(10)); see also Gildon, 158 Wn.”
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