[§425E-408]  General standards of a
general partner's conduct.  (a)  The only fiduciary duties that a
general partner has to the limited partnership and the other partners are the
duties of loyalty and care under subsections (b) and (c).



(b)  A general partner's duty of loyalty to the
limited partnership and the other partners shall be limited to the following:



(1)  To account to the limited partnership and hold as
trustee for it any property, profit, or benefit derived by the general partner
in the conduct and winding up of the limited partnership's activities or
derived from a use by the general partner of limited partnership property,
including the appropriation of a limited partnership opportunity;



(2)  To refrain from dealing with the limited partnership
in the conduct or winding up of the limited partnership's activities as or on
behalf of a party having an interest adverse to the limited partnership; and



(3)  To refrain from competing with the limited
partnership in the conduct or winding up of the limited partnership's
activities.



(c)  A general partner's duty of care to the
limited partnership and the other partners in the conduct and winding up of the
limited partnership's activities shall be limited to refraining from engaging
in grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.



(d)  A general 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 general partner does not violate a duty
or obligation under this chapter or under the partnership agreement merely
because the general partner's conduct furthers the general partner's own interest.
[L 2003, c 210, pt of §1]