Texas law provides that partnerships can arise from a formal agreement or informally according to basic partnership law principles. The Texas Revised Partnership Act Article 6132b-2.03 outlines certain factors indicating the creation of a partnership, including: receipt or right to receive a share of profits of the business, expression of an intent to be partners in the business, participation or right to participate in the control of the business, sharing or agreeing to share losses of the business, liability for claims by third parties against the business, and contributing or agreeing to contribute money or property to the business. Texas Courts have been careful to note, however, that no one factor is dispositive. Negrini v. Plus Two Advertising, Inc., 695 S.W.2d 624, 631 (Houston [1st. Dist.] 1985, no writ) (test is typically whether parties intended to create a partnership, and no single fact can be complete and final test of a partnership’s existence).
Texas partnership dispute lawyers at Burdine Wynne regularly handle claims for plaintiffs and defendants regarding complex partnership disputes. Like corporate officers owing fiduciary duties to the corporation they serve, partners owe a fiduciary duty, and sometimes contractual duties, to each other. Partner’s fiduciary duty includes a duty of loyalty to the partnership, a duty of the utmost good faith, fairness and honesty in dealings with each other on matters pertaining to the partnership, duty of full disclosure of all issues affecting the partnership, duty to account for all partnership profits and property, and duty to refrain from competition with the partnership.
If you are involved in a partnership dispute, submit a description of your claims or defenses via our contact form on this site or call the lawyers at Burdine Wynne for a free consultation.