Tax and accounting partnership conducted pursuant to a Partnership Deed
Partnership Deed provided that the partners were corporate entities
Whether individual partner representatives were partners of the partnership
Quick Take
1Where a partnership deed distinguishes between corporate 'partners' and individual 'partner representatives' who serve at the discretion of their appointing partner and hold no equity, the partner representatives are not themselves partners; however, a partner representative who undertakes to perform the partner's obligations owes fiduciary duties to the other partners (but not to other partner representatives) for the duration of their appointment.
2A fiduciary's minority shareholding (here no more than 6.25%) in a start-up client company does not, without more, give rise to a real or substantial possibility of conflict between personal interest and fiduciary duty; the size and nature of the interest must be assessed realistically from the standpoint of an objective observer to determine whether it could practically sway the fiduciary from discharging their duties.
3The profit rule requires a causal connection between the fiduciary position and the benefit obtained; where an investment opportunity arose from a pre-existing personal friendship independent of the fiduciary relationship, and the fiduciary was not under a positive duty to acquire such opportunities for the partnership, the profit rule is not engaged.
Case Details
Citation[2026] VSC 486
CourtVSC
JurisdictionVictoria
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