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

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

(1)  To account to the limited partnership and hold astrustee for it any property, profit, or benefit derived by the general partnerin the conduct and winding up of the limited partnership's activities orderived 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 partnershipin the conduct or winding up of the limited partnership's activities as or onbehalf of a party having an interest adverse to the limited partnership; and

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

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

(d)  A general partner shall discharge theduties to the partnership and the other partners under this chapter or underthe partnership agreement and exercise any rights consistently with theobligation of good faith and fair dealing.

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