Sec. 34-338. General standards of conduct of a partner.
Sec. 34-338. General standards of conduct of a partner. (a) 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 (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited
to the following:
(1) To account to the partnership and hold as trustee for it 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;
(2) 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
partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership
business before the dissolution of the partnership.
(c) 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
of law.
(d) A partner shall discharge the duties to the partnership and the other partners
under sections 34-300 to 34-399, inclusive, or under the partnership agreement and
exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under sections 34-300 to 34-399,
inclusive, or under the partnership agreement merely because the partner's conduct
furthers the partner's own interest.
(f) 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.
(g) 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.
(P.A. 95-341, S. 24, 58.)
History: P.A. 95-341 effective July 1, 1997.