Wallner

California Uniform Limited Partnership Act (ULPA), a limited partner may file a derivative action against the general partners alleging the general partners engaged in self-dealing and breached their fiduciary duties of due care and loyalty to the limited partnership by leasing partnership property to themselves without making rental payments. The trial court concluded the action was barred by Corporations Code section 15526 and sustained defendants’ demurrer to the complaint without leave to amend. We disagree, and reverse the judgment.

I

This case comes to us after defendants’ demurrer to the complaint was sustained without leave to amend. Thus, we accept as true those facts alleged in the complaint and of which we may take judicial notice. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318 [ 216 Cal.Rptr. 718 , 703 P.2d 58 ].) The facts are as follows.

Plaintiff Manfred A. Wallner is a limited partner in Parry Professional Building, Ltd., a limited partnership formed in 1980 to acquire, operate, and lease a six-story medical office building in Anaheim. Defendants Victor Austin and Nancy Parry are doctors and general partners. There are 20 limited partners and 8 general…