Is a general partner of a limited partnership a fiduciary or a trustee?

British Columbia, Canada


The following excerpt is from Naramalta Development Corporation v. Therapy General Partner Ltd., 2012 BCSC 191 (CanLII):

These principles are entirely applicable to a limited partnership. It is clear from Molchan v. Omega Oil and Gas Ltd., 1988 CanLII 103 (SCC), [1988] 1 S.C.R. 348, that a general partner is a trustee and owes a fiduciary duty to its limited partners (para. 34).

The reasoning in Molchan was applied by Mr. Justice Shaw of this court in King v. On-Stream Natural Gas Management Inc., [1993] B.C.J. No. 1302 (S.C.). I adopt his conclusion, from para. 28: On reviewing the provisions in the Partnership Act relating to limited partnerships, I can find nothing which either expressly or by necessary implication says that a general partner in a limited partnership is under any lesser duty than a partner in an ordinary partnership with respect to partnership property. Considering the fact that a general partner in a limited partnership has the sole right to manage the business of the partnership and the limited partners are precluded from taking part in management, this, in my opinion, is a compelling reason why a general partner should be under at least the same duty as a partner in an ordinary partnership holding partnership property.

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