LD 1609
pg. 63
Page 62 of 148 An Act To Establish the Uniform Partnership Act Page 64 of 148
Download Bill Text
LR 1469
Item 1

 
§1044.__General standards of partner's conduct

 
1.__Partner's fiduciary duties.__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 as those duties may be clarified or limited in the
partnership agreement to the extent and in the manner authorized
by section 1003, subsection 2.

 
2.__Duty of loyalty limited.__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 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;

 
B.__To refrain from knowingly 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

 
C.__To refrain from competing with the partnership in the
conduct of the partnership business before the dissolution
of the partnership.

 
3.__Duty of care.__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.

 
4.__Obligation of good faith and fair dealing.__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, as those obligations may be clarified in
the partnership agreement to the extent and in the manner
authorized by section 1003, subsection 2.

 
5.__Partner's own interest.__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.

 
6.__Loan to and business with partnership.__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


Page 62 of 148 Top of Page Page 64 of 148