AON Props. Inc. v. Riveraine Corp

AON Props. Inc. v. Riveraine Corp., No. 14-96-00229-CV, 1999 WL 12739 (Tex. App.--Houston 14th Dist. Jan. 14, 1999, no pet.) involved a suit by one limited partner against another limited partner for breach of fiduciary duty, complaining about the defendant limited partner's actions in: (1) voting down an agreement to sell the limited partnership to a third party, and; (2) voting to remove a corporation as general partner after that corporation lost its charter. The trial court instructed the jury that the limited partners "owed each other fiduciary duties as a matter of law." On appeal, the Fourteenth Court of Appeals in Houston held that this instruction was erroneous, relying on cases from other jurisdictions holding that "a limited partner does not owe a fiduciary duty unless it actively engages in control over the operation of the business so as to create duties that otherwise would not exist."