Partnership Dispute Lawyer in San Francisco

Fiduciary Duties Under California Partnership Law

California Corporations Code Section 16404 defines the fiduciary duties partners owe to one another and to the partnership itself. Understanding these duties is often central to evaluating whether a co-owner’s conduct gives rise to a legal claim.

The three core obligations are:

• Duty of loyalty: A partner must account for partnership profits or business opportunities and must refrain from competing with the partnership prior to dissolution.
• Duty of care: This duty is narrower than it sounds. It requires only that a partner refrain from grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
• Good faith and fair dealing: Partners must exercise their rights and discharge their duties in a manner consistent with this overarching obligation, even when the written agreement is silent on a particular issue.

A partner who benefits personally at the partnership’s expense or who grossly mismanages the company may be in breach of one or more of these duties. Identifying which duty applies and how the conduct maps onto the statutory standard is part of the early case analysis we conduct for clients.

How Partnership Disputes Get Resolved

Not every conflict belongs in a courtroom. We recognize that litigation carries real costs in time, money, and business disruption, so our approach begins with an honest assessment of whether negotiation, mediation, or arbitration can achieve what a client needs. For disputes where the parties are too far apart or a partner is acting in bad faith, we’re prepared to litigate.

When a case qualifies as legally or factually complex, it may be assigned to San Francisco Superior Court’s Complex Civil Litigation department, one of six dedicated departments of its kind across California’s trial courts. Cases managed there receive closer judicial oversight and a structured case-management process. Greg Wood has considerable jury trial experience and brings that readiness to every dispute, whether it resolves before trial or not.