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Corporate

What fiduciary duties do partners owe each other in an Ontario partnership?

TSL Written by the Treadstone Law team· Updated August 2026

Partners in an Ontario partnership owe each other duties of good faith and honesty in how they conduct the partnership's affairs, arising from both the Partnerships Act and general partnership law. Practically, this includes a duty to render true accounts and full information about anything affecting the partnership to any partner who asks, and a duty to account to the partnership for any benefit a partner derives, without the other partners' consent, from a transaction concerning the partnership, its property, its name, or its business connections.

Partners also generally can't compete directly with the partnership's business without the other partners' consent, and if they do, they can be required to account for and hand over any profit made from that competing activity. These duties exist because partners are placing significant trust in each other — given the unlimited joint and several liability each partner carries for the others' conduct, the law expects a corresponding standard of transparency and loyalty between them. A partnership agreement can clarify and adjust some of these expectations, but the underlying obligation of good faith between partners runs throughout the relationship regardless of what's written down.

Key takeaways

  • Partners owe each other duties of good faith, honesty, and full disclosure
  • Partners must account for undisclosed benefits derived from partnership business or property
  • Competing with the partnership without consent can require accounting for the profit
  • These duties reflect the trust built into unlimited joint and several liability
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone corporate lawyer can help.
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