Justices: No Good-Faith Duty in Pre-Act 170 Limited Partnership Agreements
In a decision with potentially wide-reaching impact, the Pennsylvania Supreme Court has ruled that the implied covenant of good faith and fair dealing does not apply to limited partnership agreements entered into or allegedly breached before November 2016, when Pennsylvania's Revised Uniform Limited Partnership Act was amended to specifically include it.
August 25, 2017 at 07:32 PM
13 minute read
In a decision with potentially wide-reaching impact, the Pennsylvania Supreme Court has ruled that the implied covenant of good faith and fair dealing does not apply to limited partnership agreements entered into or allegedly breached before November 2016, when Pennsylvania's Revised Uniform Limited Partnership Act was amended to specifically include it.
The statute, known as PRULPA, governs limited partnerships and was amended Nov. 21 of last year when Gov. Tom Wolf signed HB 1398 into law as Act 170. The new legislation added to PRULPA the requirement that partners act in accordance with the contractual obligation of good faith and fair dealing.
Prior to that, however, there was no implied covenant under the law, the split high court said Aug. 22 in Hanaway v. The Parkesburg Group, reversing a Superior Court ruling that had vacated a grant of summary judgment to the defendant in a dispute over a soured real estate limited partnership.
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