Relationship between partners in a Florida partnership

 Florida has adopted the Revised Uniform Partnership Act (“RUPA”), which defines a partnership as an association of two or more persons to carry on as co-owners a business for profit. Lawyer firm in Florida. A partnership is unlike a corporation in that it lacks some of the entity characteristics of a corporation; e.g, it is not a separate entity for purposes of taxation.

Because the partners of a Florida partnership carry on as co-owners each partner owes specific duties to the other partners. Absent an agreement to the contrary, all partners have equal rights in the management of the partnership business. Decisions regarding matters within the ordinary course of business of the partnership may be controlled by a majority vote, but matters outside the ordinary course of business require the consent of all partners. Consider the following example: Holiday Company is a Florida partnership; Daniel has a 40% interest in the profits, Greg 25%, Cathy 25%, and Bill 10%. Each of the partners is entitled to one vote in determining the management policies, unless the partnership agreement provides otherwise. Partners also owe duties to one another. Specifically, the duty of loyalty and the duty of care.

Duty of Loyalty: A threefold duty, a partner must (1) account for profits, property, opportunities, or other benefits derived by the partner in conjunction with the partnership business; (2) to refrain from dealing with the partnership as or on behalf of a party having an interest adverse to the partnership; and (3) to refrain from competing with the partnership.

Duty of Care: This duty is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law. A partnership agreement is essential to forming a Florida partnership. It is wise to seek out an attorney before forming a partnership. An attorney can aid in the process of formation, as well as draft the partnership agreement.