Texas Business Organizations Code - BUS ORG § 153.163. Presumptions for General Partners and Officers of Certain Limited Partnerships

(a) This section sets out certain presumptions concerning compliance by managerial officials with their duties, if any, to a domestic limited partnership, including any duties that pertain to transactions with interested persons.

(b) In taking or declining to take any action on any matters of a limited partnership's business, any managerial official of the limited partnership, including any director, officer, member, or other affiliate or managerial official of the general partner, is presumed to act in good faith and in compliance with:

(c) Neither a limited partnership nor any of the limited partnership's partners has a cause of action against a managerial official of the limited partnership, including any director, officer, member, or other affiliate of the general partner, as a result of any act or omission in the person's capacity as a managerial official or as an officer or director or other managerial official or affiliate of the general partner unless:

(d) The presumptions established by this section:

(e) In alleging fraud, intentional misconduct, an ultra vires act, or a knowing violation of the law under Subsection (c)(2)(B), a party must state with particularity the circumstances constituting the fraud, intentional misconduct, ultra vires act, or knowing violation of law.

(f) This section does not limit the effectiveness or applicability of a provision contained in the partnership agreement of a partnership limiting monetary liability of a managerial official.