
Contents
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I Introduction I Introduction
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II Select Corporate Law Cases: Lax Director and Officer Fiduciary Standards II Select Corporate Law Cases: Lax Director and Officer Fiduciary Standards
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III Unincorporated Business Enterprises: Fiduciary Duty Standards III Unincorporated Business Enterprises: Fiduciary Duty Standards
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A The Uniform Acts: Judicial Application A The Uniform Acts: Judicial Application
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B Delaware Law: Statutes and Case Law B Delaware Law: Statutes and Case Law
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IV The Diminution of Fiduciary Duties in Unincorporated Enterprises IV The Diminution of Fiduciary Duties in Unincorporated Enterprises
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2 Fiduciary Duties in Business Enterprises: A Historical and Contemporary Perspective
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Published:April 2025
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Abstract
This chapter principally addresses fiduciary duties in unincorporated business enterprises, including partnerships and limited liability companies (LLCs). To some extent, these duties in the corporate law setting, primarily from a historical perspective, also are examined. The chapter’s objective is to highlight that the existence of fiduciary principles in partnerships and LLCs, namely, unincorporated business enterprises, have been substantially diminished. This diminution largely is due to the presence of enabling statutes that authorize partners and LLC members pursuant to contractual agreement to decrease and, at times, eliminate fiduciary duties that otherwise would apply. Because of this drastic reduction of the duties owed, general partners and LLC members, like corporate directors and officers, no longer should be deemed fiduciaries. Instead, these persons should be recognized as “discretionaries.”
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