Robert E. Shapiro
The author, an associate editor of Litigation, is with Barack Ferrazzano Kirschbaum & Nagelberg LLP, Chicago.
“Not honesty alone, but the punctilio of an honor the most sensitive.”
We have Justice (then Judge) Benjamin Cardozo to thank for this pithy and memorable summary of the fiduciary obligations owed by one partner to another. It conveys its meaning in an instant, doesn’t it? Even those who have never bothered to look up the word “punctilio” have a pretty fair understanding of what Cardozo’s archaism must mean. Partnership obligations are serious and exacting—something more demanding and exquisite than those of a mere contracting party. The latter may honor her promise, or not, as her interests may dictate, so long as she recognizes the need to reimburse the other contracting party for any loss incurred as a result of a promise unfulfilled. Partnership obligations are different. A partner owes her counterpart something more than what’s calculated to be in her own best interest. Indeed, she probably needs first to consider what’s in his.