323A.0404 GENERAL STANDARDS OF PARTNER'S CONDUCT.
(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).
(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
this chapter 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 this chapter 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.
History: 1997 c 174 art 4 s 23