Whitehill, J. | March 10, 2025
This opinion addresses the nature, scope, adaptability, and enforcement of a partner’s statutory duties of loyalty and care and obligation to perform them in (i) good faith and (ii) a manner it reasonably believes to be in the partnership’s best interest when that partner exercised its drag-along rights and sold the partnership’s business.
Texas’s freedom of contract principles give partners wide latitude to expand or limit their conduct standards. But the loyalty and care duties and related performance obligations cannot be eliminated. This partnership agreement expressly limits those duties and obligations to the greatest extent permitted by law. This case centers on the enforceability of those limits.