Subchapter IV. Relations of Partners to Each Other and to Partnership
§ 15-401. Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership
losses in proportion to the partner's share of the profits.
(c) In addition to indemnification under Section 15-110, a partnership shall reimburse a partner for payments made and indemnify
a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation
of its business or property; however, no person shall be required as a consequence of any such indemnification to make any
payment to the extent that the payment is inconsistent with Sections 15-306(b) or (c).
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed
to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes
a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business and affairs.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation
for services rendered in winding up the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of
the partners. An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all
of the partners.
(k) This section does not affect the obligations of a partnership to other persons under Section 15-301.
(l) A partner has the power and authority to delegate to one or more other persons the partner's rights and powers to manage
and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner
or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such
delegation by a partner shall not cause the partner to cease to be a partner of the partnership or cause the person to whom
any such rights and powers have been delegated to be a partner of the partnership.
(m) Unless otherwise provided in a partnership agreement or another agreement, a partner shall have no preemptive right to
subscribe to any additional issue of partnership interests or another interest in a partnership.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 296, §§ 7, 8.;
§ 15-402. Distributions in kind.
A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from
a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to
the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to
the percentage in which the partner shares in distributions from the partnership. A partner may be compelled to accept a distribution
of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner is equal
to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-403. Partner's rights and duties with respect to information.
(a) Each partner and the partnership shall provide partners, former partners and the legal representative of a deceased partner
or partner under a legal disability and their agents and attorneys, access to the books and records of the partnership and
other information concerning the partnership's business and affairs (in the case of former partners, only with respect to
the period during which they were partners) upon reasonable demand, for any purpose reasonably related to the partner's interest
as a partner in the partnership. The right of access shall include access to:
(1) True and full information regarding the status of the business and financial condition of the partnership;
(2) Promptly after becoming available, a copy of the partnership's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each partner;
(4) A copy of any statement and written partnership agreement and all amendments thereto, together with executed copies of
any written powers of attorney pursuant to which the statement or the partnership agreement and any amendments thereto have
been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other
property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date
on which each partner became a partner; and
(6) Other information regarding the affairs of the partnership as is just and reasonable.
The right of access includes the right to examine and make extracts from books and records and other information concerning
the partnership's business and affairs. The partnership agreement may provide for, and in the absence of such provision in
the partnership agreement, the partnership or the partner from whom access is sought may impose, reasonable standards (including
standards governing what information and documents are to be furnished at what time and location and at whose expense) with
respect to exercise of the right of access.
(b) A partnership agreement may provide that the partnership shall have the right to keep confidential from partners for such
period of time as the partnership deems reasonable, any information which the partnership reasonably believes to be in the
nature of trade secrets or other information the disclosure of which the partnership in good faith believes is not in the
best interest of the partnership or could damage the partnership or its business or affairs or which the partnership is required
by law or by agreement with a third party to keep confidential.
(c) A partnership and its partners may maintain the books and records and other information concerning the partnership in
other than a written form if such form is capable of conversion into written form within a reasonable time.
(d) Any demand by a partner under this section shall be in writing and shall state the purpose of such demand.
(e) Any action to enforce any right arising under this section shall be brought in the Court of Chancery. If the partnership
or a partner refuses to permit access as described in subsection (a) of this section or does not reply to a demand that has
been made within 5 business days (or such shorter or longer period of time as is provided for in a partnership agreement but
not longer than 30 business days) after the demand has been made, the demanding partner, former partner, or legal representative
of a deceased partner or partner under a legal disability may apply to the Court of Chancery for an order to compel such disclosure.
The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person making the demand
is entitled to the books and records or other information concerning the partnership's business and affairs sought. The Court
of Chancery may summarily order the partnership or partner to permit the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability and their agents and attorneys to provide access to the information
described in subsection (a) of this section and to make copies or extracts therefrom; or the Court of Chancery may summarily
order the partnership or partner to furnish to the demanding partner, former partner or legal representative of a deceased
partner or partner under a legal disability and their agents and attorneys the information described in subsection (a) of
this section on the condition that the partner, former partner or legal representative of a deceased partner or partner under
a legal disability first pay to the partnership or to the partner from whom access is sought the reasonable cost of obtaining
and furnishing such information and on such other conditions as the Court of Chancery deems appropriate. When a demanding
partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks to obtain
access to information described in subsection (a) of this section, the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability shall first establish (1) that the demanding partner, former partner
or legal representative of a deceased partner or partner under a legal disability has complied with the provisions of this
section respecting the form and manner of making demand for obtaining access to such information and (2) that the information
the demanding partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks
is reasonably related to the partner's interest as a partner in the partnership. The Court of Chancery may, in its discretion,
prescribe any limitations or conditions with reference to the access to information, or award such other or further relief
as the Court of Chancery may deem just and proper. The Court of Chancery may order books, documents and records, pertinent
extracts therefrom, or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State
of Delaware upon such terms and conditions as the order may prescribe.
(f) The rights of a partner to obtain information as provided in this section may be restricted in an original partnership
agreement or in any subsequent amendment approved or adopted by all of the partners or in compliance with any applicable requirements
of the partnership agreement.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 85, § 9; 77 Del. Laws, c. 289, §§ 9, 10.;
§ 15-404. General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty
of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the
conduct or winding up of the partnership business or affairs or derived from a use by the partner of partnership property,
including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business or affairs as or
on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business or affairs before the dissolution
of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business
or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.
(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the
partner's conduct furthers the partner's own interest.
(e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more
specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable
law, has the same rights and obligations with respect thereto as a person who is not a partner.
(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative
of the last surviving partner as if the person were a partner.
72 Del. Laws, c. 151, § 1; 74 Del. Laws, c. 266, § 5.;
§ 15-405. Actions by partnership and partners; derivative actions.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation
of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without
an accounting as to partnership business, to:
(1) enforce the partner's rights under the partnership agreement;
(2) enforce the partner's rights under this chapter, including:
(i) the partner's rights under Sections 15-401, 15-403 or 15-404;
(ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to Section 15-701
or enforce any other right under Subchapter VI or VII; or
(iii) the partner's right to compel a dissolution and winding up of the partnership business under Section 15-801 or enforce
any other right under Subchapter VIII; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently
of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in
the partnership's favor.
(e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which the partner complains; or
(2) The partner's status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership
agreement from a person who was a partner at the time of the transaction.
(f) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure
initiation of the action by the partnership or the reason for not making the effort.
(g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any
such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery
in any such action or from a partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-406. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration
of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration
or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business or affairs during the term or undertaking, continue
the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the
partnership will continue.
72 Del. Laws, c. 151, § 1.;
§ 15-407. Classes and voting.
(a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as
the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership
agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time
be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement
may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval
of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement
a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any
partner or class or group of partners shall have no voting rights.
(b) The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners
the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on
a per capita, number, financial interest, class, group or any other basis.
(c) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which
any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment
of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any
such right to vote.
(d) Unless otherwise provided in a partnership agreement, meetings of partners may be held by means of conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this subsection shall constitute presence in person at the meeting. On any matter that is to be voted
on, consented to or approved by partners, the partners may take such action without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all partners
entitled to vote thereon were present and voted. On any matter that is to be voted on by partners, the partners may vote in
person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted
by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission
by a partner or by a person or persons authorized to act for a partner shall be deemed to be written and signed for purposes
of this subsection (d). For purposes of this subsection (d), the term "electronic transmission" means any form of communication
not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed
by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.
(e) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of
a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that
manner or as otherwise permitted by law, including as permitted by § 15-902(g) of this title (provided that the approval of
any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions
were intended). If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement
may be amended with the approval of all the partners or as otherwise permitted by law, including as permitted by § 15-902(g)
of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 16; 73 Del. Laws, c. 85, § 10; 74 Del. Laws, c. 266, § 6; 75 Del. Laws, c. 416, § 6; 77 Del. Laws, c. 59, § 8.;
§ 15-408. Remedies for breach of partnership agreement.
A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms
and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (ii) at
the time or upon the happening of events specified in the partnership agreement, a partner shall be subject to specified penalties
or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty
or consequence set forth in § 15-207(b) of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 17; 73 Del. Laws, c. 85, § 11.;
§ 15-409. Reliance on reports and information by partner or liquidating trustee.
(a) A liquidating trustee of a partnership (including a limited liability partnership) shall be fully protected in relying
in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by a partner
of the partnership, an officer or employee of the partnership, another liquidating trustee, or committees of the partnership
or partners, or by any other person as to matters the liquidating trustee reasonably believes are within such other person's
professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets,
liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements
or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision
to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions
to partners or creditors might properly be paid.
(b) A partner of a limited liability partnership shall be fully protected in relying in good faith upon the records of the
partnership and upon information, opinions, reports or statements presented by another partner of the partnership, an officer
or employee of the partnership, a liquidating trustee, or committees of the partnership or partners, or by any other person
as to matters the partner reasonably believes are within such other person's professional or expert competence, including
information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership,
or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay
claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other
facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be
paid.
(c) A partner of a partnership that is not a limited liability partnership shall be fully protected from liability to the
partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith
upon the records of the partnership and upon information, opinions, reports or statements presented by another partner of
the partnership, an officer or employee of the partnership, a liquidating trustee, or committees of the partnership or partners,
or by any other person as to matters the partner reasonably believes are within such other person's professional or expert
competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits
or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings
that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims
and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or
creditors might properly be paid.
Subchapter IV. Relations of Partners to Each Other and to Partnership
§ 15-401. Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership
losses in proportion to the partner's share of the profits.
(c) In addition to indemnification under Section 15-110, a partnership shall reimburse a partner for payments made and indemnify
a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation
of its business or property; however, no person shall be required as a consequence of any such indemnification to make any
payment to the extent that the payment is inconsistent with Sections 15-306(b) or (c).
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed
to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes
a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business and affairs.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation
for services rendered in winding up the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of
the partners. An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all
of the partners.
(k) This section does not affect the obligations of a partnership to other persons under Section 15-301.
(l) A partner has the power and authority to delegate to one or more other persons the partner's rights and powers to manage
and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner
or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such
delegation by a partner shall not cause the partner to cease to be a partner of the partnership or cause the person to whom
any such rights and powers have been delegated to be a partner of the partnership.
(m) Unless otherwise provided in a partnership agreement or another agreement, a partner shall have no preemptive right to
subscribe to any additional issue of partnership interests or another interest in a partnership.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 296, §§ 7, 8.;
§ 15-402. Distributions in kind.
A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from
a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to
the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to
the percentage in which the partner shares in distributions from the partnership. A partner may be compelled to accept a distribution
of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner is equal
to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-403. Partner's rights and duties with respect to information.
(a) Each partner and the partnership shall provide partners, former partners and the legal representative of a deceased partner
or partner under a legal disability and their agents and attorneys, access to the books and records of the partnership and
other information concerning the partnership's business and affairs (in the case of former partners, only with respect to
the period during which they were partners) upon reasonable demand, for any purpose reasonably related to the partner's interest
as a partner in the partnership. The right of access shall include access to:
(1) True and full information regarding the status of the business and financial condition of the partnership;
(2) Promptly after becoming available, a copy of the partnership's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each partner;
(4) A copy of any statement and written partnership agreement and all amendments thereto, together with executed copies of
any written powers of attorney pursuant to which the statement or the partnership agreement and any amendments thereto have
been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other
property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date
on which each partner became a partner; and
(6) Other information regarding the affairs of the partnership as is just and reasonable.
The right of access includes the right to examine and make extracts from books and records and other information concerning
the partnership's business and affairs. The partnership agreement may provide for, and in the absence of such provision in
the partnership agreement, the partnership or the partner from whom access is sought may impose, reasonable standards (including
standards governing what information and documents are to be furnished at what time and location and at whose expense) with
respect to exercise of the right of access.
(b) A partnership agreement may provide that the partnership shall have the right to keep confidential from partners for such
period of time as the partnership deems reasonable, any information which the partnership reasonably believes to be in the
nature of trade secrets or other information the disclosure of which the partnership in good faith believes is not in the
best interest of the partnership or could damage the partnership or its business or affairs or which the partnership is required
by law or by agreement with a third party to keep confidential.
(c) A partnership and its partners may maintain the books and records and other information concerning the partnership in
other than a written form if such form is capable of conversion into written form within a reasonable time.
(d) Any demand by a partner under this section shall be in writing and shall state the purpose of such demand.
(e) Any action to enforce any right arising under this section shall be brought in the Court of Chancery. If the partnership
or a partner refuses to permit access as described in subsection (a) of this section or does not reply to a demand that has
been made within 5 business days (or such shorter or longer period of time as is provided for in a partnership agreement but
not longer than 30 business days) after the demand has been made, the demanding partner, former partner, or legal representative
of a deceased partner or partner under a legal disability may apply to the Court of Chancery for an order to compel such disclosure.
The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person making the demand
is entitled to the books and records or other information concerning the partnership's business and affairs sought. The Court
of Chancery may summarily order the partnership or partner to permit the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability and their agents and attorneys to provide access to the information
described in subsection (a) of this section and to make copies or extracts therefrom; or the Court of Chancery may summarily
order the partnership or partner to furnish to the demanding partner, former partner or legal representative of a deceased
partner or partner under a legal disability and their agents and attorneys the information described in subsection (a) of
this section on the condition that the partner, former partner or legal representative of a deceased partner or partner under
a legal disability first pay to the partnership or to the partner from whom access is sought the reasonable cost of obtaining
and furnishing such information and on such other conditions as the Court of Chancery deems appropriate. When a demanding
partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks to obtain
access to information described in subsection (a) of this section, the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability shall first establish (1) that the demanding partner, former partner
or legal representative of a deceased partner or partner under a legal disability has complied with the provisions of this
section respecting the form and manner of making demand for obtaining access to such information and (2) that the information
the demanding partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks
is reasonably related to the partner's interest as a partner in the partnership. The Court of Chancery may, in its discretion,
prescribe any limitations or conditions with reference to the access to information, or award such other or further relief
as the Court of Chancery may deem just and proper. The Court of Chancery may order books, documents and records, pertinent
extracts therefrom, or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State
of Delaware upon such terms and conditions as the order may prescribe.
(f) The rights of a partner to obtain information as provided in this section may be restricted in an original partnership
agreement or in any subsequent amendment approved or adopted by all of the partners or in compliance with any applicable requirements
of the partnership agreement.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 85, § 9; 77 Del. Laws, c. 289, §§ 9, 10.;
§ 15-404. General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty
of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the
conduct or winding up of the partnership business or affairs or derived from a use by the partner of partnership property,
including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business or affairs as or
on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business or affairs before the dissolution
of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business
or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.
(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the
partner's conduct furthers the partner's own interest.
(e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more
specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable
law, has the same rights and obligations with respect thereto as a person who is not a partner.
(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative
of the last surviving partner as if the person were a partner.
72 Del. Laws, c. 151, § 1; 74 Del. Laws, c. 266, § 5.;
§ 15-405. Actions by partnership and partners; derivative actions.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation
of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without
an accounting as to partnership business, to:
(1) enforce the partner's rights under the partnership agreement;
(2) enforce the partner's rights under this chapter, including:
(i) the partner's rights under Sections 15-401, 15-403 or 15-404;
(ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to Section 15-701
or enforce any other right under Subchapter VI or VII; or
(iii) the partner's right to compel a dissolution and winding up of the partnership business under Section 15-801 or enforce
any other right under Subchapter VIII; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently
of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in
the partnership's favor.
(e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which the partner complains; or
(2) The partner's status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership
agreement from a person who was a partner at the time of the transaction.
(f) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure
initiation of the action by the partnership or the reason for not making the effort.
(g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any
such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery
in any such action or from a partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-406. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration
of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration
or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business or affairs during the term or undertaking, continue
the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the
partnership will continue.
72 Del. Laws, c. 151, § 1.;
§ 15-407. Classes and voting.
(a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as
the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership
agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time
be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement
may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval
of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement
a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any
partner or class or group of partners shall have no voting rights.
(b) The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners
the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on
a per capita, number, financial interest, class, group or any other basis.
(c) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which
any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment
of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any
such right to vote.
(d) Unless otherwise provided in a partnership agreement, meetings of partners may be held by means of conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this subsection shall constitute presence in person at the meeting. On any matter that is to be voted
on, consented to or approved by partners, the partners may take such action without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all partners
entitled to vote thereon were present and voted. On any matter that is to be voted on by partners, the partners may vote in
person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted
by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission
by a partner or by a person or persons authorized to act for a partner shall be deemed to be written and signed for purposes
of this subsection (d). For purposes of this subsection (d), the term "electronic transmission" means any form of communication
not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed
by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.
(e) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of
a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that
manner or as otherwise permitted by law, including as permitted by § 15-902(g) of this title (provided that the approval of
any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions
were intended). If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement
may be amended with the approval of all the partners or as otherwise permitted by law, including as permitted by § 15-902(g)
of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 16; 73 Del. Laws, c. 85, § 10; 74 Del. Laws, c. 266, § 6; 75 Del. Laws, c. 416, § 6; 77 Del. Laws, c. 59, § 8.;
§ 15-408. Remedies for breach of partnership agreement.
A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms
and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (ii) at
the time or upon the happening of events specified in the partnership agreement, a partner shall be subject to specified penalties
or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty
or consequence set forth in § 15-207(b) of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 17; 73 Del. Laws, c. 85, § 11.;
§ 15-409. Reliance on reports and information by partner or liquidating trustee.
(a) A liquidating trustee of a partnership (including a limited liability partnership) shall be fully protected in relying
in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by a partner
of the partnership, an officer or employee of the partnership, another liquidating trustee, or committees of the partnership
or partners, or by any other person as to matters the liquidating trustee reasonably believes are within such other person's
professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets,
liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements
or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision
to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions
to partners or creditors might properly be paid.
(b) A partner of a limited liability partnership shall be fully protected in relying in good faith upon the records of the
partnership and upon information, opinions, reports or statements presented by another partner of the partnership, an officer
or employee of the partnership, a liquidating trustee, or committees of the partnership or partners, or by any other person
as to matters the partner reasonably believes are within such other person's professional or expert competence, including
information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership,
or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay
claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other
facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be
paid.
(c) A partner of a partnership that is not a limited liability partnership shall be fully protected from liability to the
partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith
upon the records of the partnership and upon information, opinions, reports or statements presented by another partner of
the partnership, an officer or employee of the partnership, a liquidating trustee, or committees of the partnership or partners,
or by any other person as to matters the partner reasonably believes are within such other person's professional or expert
competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits
or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings
that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims
and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or
creditors might properly be paid.
Subchapter IV. Relations of Partners to Each Other and to Partnership
§ 15-401. Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities,
distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership
losses in proportion to the partner's share of the profits.
(c) In addition to indemnification under Section 15-110, a partnership shall reimburse a partner for payments made and indemnify
a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation
of its business or property; however, no person shall be required as a consequence of any such indemnification to make any
payment to the extent that the payment is inconsistent with Sections 15-306(b) or (c).
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed
to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes
a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business and affairs.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation
for services rendered in winding up the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of
the partners. An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all
of the partners.
(k) This section does not affect the obligations of a partnership to other persons under Section 15-301.
(l) A partner has the power and authority to delegate to one or more other persons the partner's rights and powers to manage
and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner
or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such
delegation by a partner shall not cause the partner to cease to be a partner of the partnership or cause the person to whom
any such rights and powers have been delegated to be a partner of the partnership.
(m) Unless otherwise provided in a partnership agreement or another agreement, a partner shall have no preemptive right to
subscribe to any additional issue of partnership interests or another interest in a partnership.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 296, §§ 7, 8.;
§ 15-402. Distributions in kind.
A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from
a partnership in kind. A partner may not be compelled to accept a distribution of any asset in kind from a partnership to
the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to
the percentage in which the partner shares in distributions from the partnership. A partner may be compelled to accept a distribution
of any asset in kind from a partnership to the extent that the percentage of the asset distributed to the partner is equal
to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-403. Partner's rights and duties with respect to information.
(a) Each partner and the partnership shall provide partners, former partners and the legal representative of a deceased partner
or partner under a legal disability and their agents and attorneys, access to the books and records of the partnership and
other information concerning the partnership's business and affairs (in the case of former partners, only with respect to
the period during which they were partners) upon reasonable demand, for any purpose reasonably related to the partner's interest
as a partner in the partnership. The right of access shall include access to:
(1) True and full information regarding the status of the business and financial condition of the partnership;
(2) Promptly after becoming available, a copy of the partnership's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each partner;
(4) A copy of any statement and written partnership agreement and all amendments thereto, together with executed copies of
any written powers of attorney pursuant to which the statement or the partnership agreement and any amendments thereto have
been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other
property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date
on which each partner became a partner; and
(6) Other information regarding the affairs of the partnership as is just and reasonable.
The right of access includes the right to examine and make extracts from books and records and other information concerning
the partnership's business and affairs. The partnership agreement may provide for, and in the absence of such provision in
the partnership agreement, the partnership or the partner from whom access is sought may impose, reasonable standards (including
standards governing what information and documents are to be furnished at what time and location and at whose expense) with
respect to exercise of the right of access.
(b) A partnership agreement may provide that the partnership shall have the right to keep confidential from partners for such
period of time as the partnership deems reasonable, any information which the partnership reasonably believes to be in the
nature of trade secrets or other information the disclosure of which the partnership in good faith believes is not in the
best interest of the partnership or could damage the partnership or its business or affairs or which the partnership is required
by law or by agreement with a third party to keep confidential.
(c) A partnership and its partners may maintain the books and records and other information concerning the partnership in
other than a written form if such form is capable of conversion into written form within a reasonable time.
(d) Any demand by a partner under this section shall be in writing and shall state the purpose of such demand.
(e) Any action to enforce any right arising under this section shall be brought in the Court of Chancery. If the partnership
or a partner refuses to permit access as described in subsection (a) of this section or does not reply to a demand that has
been made within 5 business days (or such shorter or longer period of time as is provided for in a partnership agreement but
not longer than 30 business days) after the demand has been made, the demanding partner, former partner, or legal representative
of a deceased partner or partner under a legal disability may apply to the Court of Chancery for an order to compel such disclosure.
The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person making the demand
is entitled to the books and records or other information concerning the partnership's business and affairs sought. The Court
of Chancery may summarily order the partnership or partner to permit the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability and their agents and attorneys to provide access to the information
described in subsection (a) of this section and to make copies or extracts therefrom; or the Court of Chancery may summarily
order the partnership or partner to furnish to the demanding partner, former partner or legal representative of a deceased
partner or partner under a legal disability and their agents and attorneys the information described in subsection (a) of
this section on the condition that the partner, former partner or legal representative of a deceased partner or partner under
a legal disability first pay to the partnership or to the partner from whom access is sought the reasonable cost of obtaining
and furnishing such information and on such other conditions as the Court of Chancery deems appropriate. When a demanding
partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks to obtain
access to information described in subsection (a) of this section, the demanding partner, former partner or legal representative
of a deceased partner or partner under a legal disability shall first establish (1) that the demanding partner, former partner
or legal representative of a deceased partner or partner under a legal disability has complied with the provisions of this
section respecting the form and manner of making demand for obtaining access to such information and (2) that the information
the demanding partner, former partner or legal representative of a deceased partner or partner under a legal disability seeks
is reasonably related to the partner's interest as a partner in the partnership. The Court of Chancery may, in its discretion,
prescribe any limitations or conditions with reference to the access to information, or award such other or further relief
as the Court of Chancery may deem just and proper. The Court of Chancery may order books, documents and records, pertinent
extracts therefrom, or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State
of Delaware upon such terms and conditions as the order may prescribe.
(f) The rights of a partner to obtain information as provided in this section may be restricted in an original partnership
agreement or in any subsequent amendment approved or adopted by all of the partners or in compliance with any applicable requirements
of the partnership agreement.
72 Del. Laws, c. 151, § 1; 73 Del. Laws, c. 85, § 9; 77 Del. Laws, c. 289, §§ 9, 10.;
§ 15-404. General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty
of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the
conduct or winding up of the partnership business or affairs or derived from a use by the partner of partnership property,
including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business or affairs as or
on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business or affairs before the dissolution
of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business
or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.
(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the
partner's conduct furthers the partner's own interest.
(e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more
specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable
law, has the same rights and obligations with respect thereto as a person who is not a partner.
(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative
of the last surviving partner as if the person were a partner.
72 Del. Laws, c. 151, § 1; 74 Del. Laws, c. 266, § 5.;
§ 15-405. Actions by partnership and partners; derivative actions.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation
of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without
an accounting as to partnership business, to:
(1) enforce the partner's rights under the partnership agreement;
(2) enforce the partner's rights under this chapter, including:
(i) the partner's rights under Sections 15-401, 15-403 or 15-404;
(ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to Section 15-701
or enforce any other right under Subchapter VI or VII; or
(iii) the partner's right to compel a dissolution and winding up of the partnership business under Section 15-801 or enforce
any other right under Subchapter VIII; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently
of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in
the partnership's favor.
(e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which the partner complains; or
(2) The partner's status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership
agreement from a person who was a partner at the time of the transaction.
(f) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure
initiation of the action by the partnership or the reason for not making the effort.
(g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any
such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery
in any such action or from a partnership.
72 Del. Laws, c. 151, § 1.;
§ 15-406. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration
of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration
or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business or affairs during the term or undertaking, continue
the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the
partnership will continue.
72 Del. Laws, c. 151, § 1.;
§ 15-407. Classes and voting.
(a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as
the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership
agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time
be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement
may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval
of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement
a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any
partner or class or group of partners shall have no voting rights.
(b) The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners
the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on
a per capita, number, financial interest, class, group or any other basis.
(c) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which
any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment
of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any
such right to vote.
(d) Unless otherwise provided in a partnership agreement, meetings of partners may be held by means of conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this subsection shall constitute presence in person at the meeting. On any matter that is to be voted
on, consented to or approved by partners, the partners may take such action without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all partners
entitled to vote thereon were present and voted. On any matter that is to be voted on by partners, the partners may vote in
person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted
by applicable law. Unless otherwise provided in a partnership agreement, a consent transmitted by electronic transmission
by a partner or by a person or persons authorized to act for a partner shall be deemed to be written and signed for purposes
of this subsection (d). For purposes of this subsection (d), the term "electronic transmission" means any form of communication
not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed
by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.
(e) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of
a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that
manner or as otherwise permitted by law, including as permitted by § 15-902(g) of this title (provided that the approval of
any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions
were intended). If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement
may be amended with the approval of all the partners or as otherwise permitted by law, including as permitted by § 15-902(g)
of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 16; 73 Del. Laws, c. 85, § 10; 74 Del. Laws, c. 266, § 6; 75 Del. Laws, c. 416, § 6; 77 Del. Laws, c. 59, § 8.;
§ 15-408. Remedies for breach of partnership agreement.
A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms
and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (ii) at
the time or upon the happening of events specified in the partnership agreement, a partner shall be subject to specified penalties
or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty
or consequence set forth in § 15-207(b) of this title.
72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 17; 73 Del. Laws, c. 85, § 11.;
§ 15-409. Reliance on reports and information by partner or liquidating trustee.
(a) A liquidating trustee of a partnership (including a limited liability partnership) shall be fully protected in relying
in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by a partner
of the partnership, an officer or employee of the partnership, another liquidating trustee, or committees of the partnership
or partners, or by any other person as to matters the liquidating trustee reasonably believes are within such other person's
professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets,
liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements
or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision
to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions
to partners or creditors might properly be paid.
(b) A partner of a limited liability partnership shall be fully protected in relying in good faith upon the records of the
partnership and upon information, opinions, reports or statements presented by another partner of the partnership, an officer
or employee of the partnership, a liquidating trustee, or committees of the partnership or partners, or by any other person
as to matters the partner reasonably believes are within such other person's professional or expert competence, including
information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership,
or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay
claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other
facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be
paid.
(c) A partner of a partnership that is not a limited liability partnership shall be fully protected from liability to the
partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith
upon the records of the partnership and upon information, opinions, reports or statements presented by another partner of
the partnership, an officer or employee of the partnership, a liquidating trustee, or committees of the partnership or partners,
or by any other person as to matters the partner reasonably believes are within such other person's professional or expert
competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits
or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings
that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims
and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or
creditors might properly be paid.