By Jeff Dorrill, Haynes and Boone, LLP, Matthew Schindel, Haynes and Boone, LLPTroy Christensen, Haynes and Boone, LLPAlex Ingle, Haynes and Boone, LLPJoshua Lewey, Haynes and Boone, LLP

During the Survey period, Texas courts handed down cases emphasizing that a drafter’s choice of words in the partnership agreement can have dramatic effects in determining the rights and liabilities of partners. Specifically, the Texas Supreme Court reversed a court of appeals decision that interpreted a partnership’s purpose clause in such a way as to dramatically increase a limited partner’s ability to act on behalf of the partnership. In other cases, courts showed a willingness to interpret applicable law in such a way as to permit creditors and other claimants to collect against partnership assets, especially where the owners of the subject partnership interests had perpetrated a fraud or otherwise acted in bad faith to shield partnership assets. This article is divided into seven main sections that explore recent decisions encompassing the following topics: (1) existence of a partnership; (2) personal liability of members for fraudulent transfers; (3) personal liability of members or managers under agency principles; (4) admission of an estate’s representative as limited partner; direct versus derivative claims; (5) purpose clauses and authority of limited partner; (6) divorce and partnership property; and (7) creditors’ remedies against a partner.

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Recommended Citation
Jeff Dorrill, et al., Partnership Law, 3 SMU Ann. Tex. Surv. 321 (2017)