Washington Law Review


Bassan is the first case in Washington to be decided under Section 9 of the Washington Uniform Limited Partnership Act (WULPA) since its adoption in this jurisdiction in 1945. The court's decision is unique not only in its statement that the general partner is precluded from retaining undisclosed profits in its dealings with and on behalf of the limited partnership without the express consent of all limited partners, but also in its implication that the court will look beyond the form of the transaction to examine the substantive fairness of the bargain to the limited partners. This note will discuss the specific problems raised in Bassan and analyze the court's disposition of the issues as presented. Second, the note will examine and evaluate, in the context of the real estate limited partnership, the basis for imposing a fiduciary duty of disclosure upon a general partner, as well as the nature of the duty. The note concludes that, in order to provide greater protection to limited partners than that provided by the general rules of contract law, the court should examine the substantive fairness of post-formation transactions between the general partner and the limited partnership, utilizing recently promulgated administrative guidelines

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