California Landmark Cases on Partnership

"The defining characteristic of a partnership is the combination of two or more persons to jointly conduct business. It is hornbook law that in forming such an arrangement the partners obligate themselves to share risks and benefits and to carry out the enterprise with ... the loyalty and care of a fiduciary." (Enea v. Superior Court (2005) 132 Cal.App.4th 1559 at p. 1564.) "'Partnership is a fiduciary relationship, and partners are held to the standards and duties of a trustee in their dealings with each other. "'"In all proceedings connected with the conduct of the partnership every partner is bound to act in the highest good faith to his copartner and may not obtain any advantage over him in the partnership affairs by the slightest misrepresentation, concealment, threat or adverse pressure of any kind."'"'" (Ibid.) "A partner who seeks a business advantage over another partner bears the burden of showing complete good faith and fairness to the other" (i.e., that the advantage was not procured by misrepresentation, concealment, threat or adverse pressure). (Everest Investors 8 v. McNeil Partners (2003) 114 Cal.App.4th 411.) "A partner does not violate his or her fiduciary duties merely because the partner's conduct furthers the partner's own interest." (Corp. Code, 16404, subd. (e).) "The apparent purpose of this provision ... is to excuse partners from accounting for incidental benefits obtained in the course of partnership activities without detriment to the partnership." (Enea, supra, 132 Cal.App.4th at p. 1566.) Whether a fiduciary duty has been breached is a question of fact. (Amtower v. Photon Dynamics, Inc. (2008) 158 Cal.App.4th 1582, 1599 71 Cal. Rptr. 3d 361.) In determining whether substantial evidence, contradicted or uncontradicted, supports the court's finding, "we draw all reasonable inferences from the evidence to support the findings and orders of the trial court; we review the record in the light most favorable to the court's determinations; and we note that issues of fact and credibility are the province of the trial court." (In re Heather A. (1996) 52 Cal.App.4th 183, 193 60 Cal. Rptr. 2d 315.)