Business Associations · NextGen Bar Exam single best answer
Your client is one of three partners in an architecture firm. She tells you that a second partner, while still active in the firm, has been secretly performing private architectural work for the firm's own clients on weekends, billing them directly and keeping the fees, all in the same city where the firm practices. The firm has not dissolved. Your client wants to know whether the second partner can be forced to turn those fees over to the firm and to stop the side work.
Which legal topic most directly determines the outcome of the client's question?
AOption A. Correct answer. The partner's duty of loyalty — no competing and accounting for profits.Correct
BOption B. Incorrect answer. The partner's duty of care in performing professional services.
COption C. Incorrect answer. The partner's apparent authority to bind the partnership to third-party contracts.
DOption D. Incorrect answer. The rules on dissolution and winding up of a partnership.
Why
The client's problem is squarely about loyalty. A partner may not compete with the firm in its line of business before dissolution, and must account for any profit derived from firm business or opportunities — so the second partner can likely be made to disgorge the fees and stop the side work. A is the topic that decides the case. B is off point: the quality of the partner's architectural work is not the issue; the diversion of business is. C concerns whether the partner's acts bind the firm to outsiders, an authority question unrelated to competing for personal gain. D matters only once the firm is dissolving — and the no-competition duty applies precisely because the firm has not dissolved. Loyalty and the duty to account are the client's winning framework.