1. The only fiduciary duties a partner owes to the partnership and the other partners
are the duty of loyalty and the duty of care set forth in subsections 2 and 3.
2. A partner's duty of loyalty to the partnership and the other partners is limited
to the following:
a. To account to the partnership and hold as trustee for the partnership any property,
profit, or benefit derived by the partner in the conduct and winding up of the partnership
business or derived from a use by the partner of partnership property, including the
appropriation of a partnership opportunity.
b. To refrain from dealing with the partnership in the conduct or winding up of the
partnership business as or on behalf of a party having an interest adverse to the
c. To refrain from competing with the partnership in the conduct of the partnership
business before the dissolution of the partnership.
3. A partner's duty of care to the partnership and the other partners in the conduct
and winding up of the partnership business is limited to refraining from engaging
in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation
4. A partner shall discharge the duties to the partnership and the other partners
under this chapter or under the partnership agreement and exercise any rights consistently
with the obligation of good faith and fair dealing.
5. A partner does not violate a duty or obligation under this chapter or under the
partnership agreement merely because the partner's conduct furthers the partner's
6. A partner may lend money to and transact other business with the partnership, and
as to each loan or transaction the rights and obligations of the partner are the same
as those of a person who is not a partner, subject to other applicable law.
7. This section applies to a person winding up the partnership business as the personal
or legal representative of the last surviving partner as if the person were a partner.
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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