Why Drafting Partnership Agreements Limiting the Duty To Disclose and Partnership Opportunity Is More Precarious after Triple Five of Minnesota, Inc. v. Simon

The article discusses when business owners are permitted to limit their fiduciary duties in a Minnesota contract. Perhaps more importantly, this article explains the factors courts may consider in when determining whether to ignore these contract provisions in favor of the public policy favoring the enforcement of fiduciary duties between business partners.

In short, business owners may limit some of their fiduciary duties, such as the duty of loyalty, as long as business owners articulate full knowledge of the risks they are accepting and specific circumstances under which their fiduciary duties are limited. Put another way, contracts that purport to generally limit fiduciary duties are more susceptible to challenge because courts will consider whether the parties had full knowledge of the rights they were waiving.

Table of Contents

1. Introduction

2. Statutory Limitations on Partners’ Fiduciary Duties

3. The Triple Five v. Simon Case

4. Courts’ Interpretation of Fiduciary Duty Limitations & Waivers

5. Ribstein’s Criticisms of the Triple Five v. Simon Decision

6. The Significance of Triple Five v. Simon for Partnership Law in Minnesota

This article was written by attorney Aaron Hall and published in the William Mitchell Law review in 2007. See Unenforceable Fiduciary Duty Limitations: Why Drafting Partnership Agreements Limiting the Duty to Disclose and Partnership Opportunity is More Precarious After Triple Five of Minn., Inc. v. Simon, 33 Wm. Mitchell L. Rev. 1483 (2007).