Also known as: general partner · GP
Written by attorneys · grounded in primary & secondary sources — see below
A partner in a limited partnership who manages the business and bears unlimited personal liability for the partnership's obligations. A general partner may bind the partnership in the ordinary course of its activities and owes fiduciary duties of loyalty and care to the partnership and other partners.
After a supplier obtains a judgment against Prairie Fields LP for unpaid feed deliveries, the supplier attempts to seize Gustavo Gutierrez's personal bank accounts. Gutierrez serves as the sole general partner. Because the judgment was entered only against the limited partnership and no separate judgment exists against Gutierrez personally, the supplier cannot levy on his individual assets under the applicable statute.
Galaxy Technologies, a corporate general partner of Greenleaf Farms LP, votes to dissolve itself and liquidate its assets. The remaining partners expel Galaxy Technologies as general partner. Because the dissolution was willful, Galaxy Technologies loses its status as general partner and faces liability for resulting damages to the limited partnership.
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Genevieve Gardner, serving as general partner in a land-development limited partnership with Glenn Gross, secretly obtains a renewal lease on adjoining property for her own benefit. Gross learns of the opportunity after the fact. Gardner's status as general partner triggers a duty to offer the opportunity to the partnership first, exposing her to an accounting for any profits obtained.
Giselle Guerrero, general partner of a limited partnership that issues securities, hires an accounting firm to audit the partnership's financial statements. The firm issues a clean opinion that investors later discover was negligently prepared. Because Guerrero acted as general partner in retaining the auditors, the partnership faces exposure for the resulting investor losses.
Georgia Gibbs, the general partner of a media limited partnership, participates in board deliberations over a proposed merger. The board approves the transaction without obtaining limited-partner consent. Gibbs's management authority as general partner permits the partnership to proceed with the merger under the applicable governance rules.
A general partner bears unlimited personal liability for debts and obligations of the limited partnership. Creditors may reach the general partner's individual assets once a judgment has been obtained against both the partnership and the general partner personally.
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A general partner may be expelled or dissociated by judicial order, by willfully dissolving or terminating its own existence, or under other statutory grounds listed in the uniform act. Wrongful dissociation exposes the former general partner to damages.
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A general partner owes duties of loyalty and care. The duty of loyalty requires the general partner to account for any profits derived from use of partnership property and to refrain from self-dealing. The duty of care prohibits grossly negligent, reckless, or knowing unlawful conduct.
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Yes. A limited partnership is vicariously liable for a general partner's wrongful acts committed in the ordinary course of the partnership's business or with actual or apparent authority.
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…In other words, the mere fact that the joint venturers rent property together does not call for the strict rule that applies to general partners. Many things may excuse what is there forbidden. Nor here does any possibility of renewal exist as part of the venture. The nature of the undertaking excludes such an idea. So far I have…