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SeaBix

Showing Detailed Attorney Billings to Requesting Partner

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Although I don’t have strenuous objections for a limited partner to view detailed invoices sent from the partnership's attorney, I also don’t see a need for it. I surely do not want to set a precedent if unnecessary. As the General Partner, I have no problem sharing invoice totals, but that is different. Since all partners are not invited to attend meetings with the partnership attorney, should they nevertheless be entitled to read the details of billings? The detailed billing can include information and dates that I might prefer not to disclose. For instance, if a limited partner were to be involved in a future litigation against the partnership, voluntarily giving details might disclose information that would hurt the partnership's case.

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Since all partners are not invited to attend meetings with the partnership attorney, should they nevertheless be entitled to read the details of billings?

Typically limited partners have a right to inspect the books and records of the partnership. Exactly what constitutes the “books and records” depends on (1) the details of the partnership agreement and (2) the law of the state in which the limited partnership is organized. Not knowing that information, I of course cannot tell you what the limited partners in your partnership are entitled to see. This would be a great question for the partnership’s attorney.

The detailed billing can include information and dates that I might prefer not to disclose. For instance, if a limited partner were to be involved in a future litigation against the partnership, voluntarily giving details might disclose information that would hurt the partnership's case.

Even if the partner has a right to see the invoice, the partnership probably can redact whatever information would be subject to attorney-client privilege. Again, a good question for the partnership’s attorney.

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should [the limited partners of the partnership of which "SeaBix" is a general partner] be entitled to read the details of billings?

Depends entirely on the terms of the limited partnership agreement and the laws of the state that govern the partnership.

The detailed billing can include information and dates that I might prefer not to disclose.

What you might personally want isn't relevant. Remember that general partners of a limited partnership typically owe fiduciary duties to the other partners, including limited partners.

For instance, if a limited partner were to be involved in a future litigation against the partnership, voluntarily giving details might disclose information that would hurt the partnership's case.

Sorry, but so what? If the information in question is discoverable in the lawsuit, the limited partner would get it through discovery. And, more importantly, lawsuits should be decided based on the relevant facts, not based on what the parties can conceal from each other. While I'm not trying to be pollyanna about this, the notion that information shouldn't be shared because it might someday harm the party to whom the information belongs in some hypothetical future lawsuit isn't a particularly valid reason for withholding information.

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Thanks for the insightful responses.

In answer to "Sorry, but so what?, much of the decision making process in any partnership is of course already not shared with partners while it might be shared with the attorney and certainly shared in discovery. So the question may be similar to executive privilege in that the GP is ultimately responsible for direction of the partnership or else he might be removed..

But the core issue may be whether the GP is entitled to have private-partnership conversations with the attorney without the date and general substance of those conversations becoming a part of that attorney's written billing.

A reasonable goal and purpose of having any GP in a Limited Partnership, is to avoid, not encourage, frivolous and time consuming disputes where none is necessary. And the odd answer to this issue is probably to ask the attorney not to be so detailed in his billing! Otherwise, it might invite too many cooks in a kitchen.

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But the core issue may be whether the GP is entitled to have private-partnership conversations with the attorney without the date and general substance of those conversations becoming a part of that attorney's written billing.

Again, that depends on the terms of the partnership agreement and any relevant laws of your state.

Sorry, but you are just going to have to ask the partnership's attorney about that.

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