§425-123  General standards of partner'sconduct.  (a)  The only fiduciary duties a partner owes to the partnershipand the other partners are the duty of loyalty and the duty of care set forthin subsections (b) and (c).

(b)  A partner's duty of loyalty to thepartnership and the other partners is limited to the following:

(1)  To account to the partnership and hold as trusteefor it any property, profit, or benefit derived by the partner in the conductand winding up of the partnership business or derived from a use by the partnerof partnership property, including the appropriation of a partnershipopportunity;

(2)  To refrain from dealing with the partnership inthe conduct or winding up of the partnership business as or on behalf of aparty having an interest adverse to the partnership; and

(3)  To refrain from competing with the partnership inthe conduct of the partnership business before the dissolution of thepartnership.

(c)  A partner's duty of care to thepartnership and the other partners in the conduct and winding up of thepartnership business is limited to refraining from engaging in grosslynegligent or reckless conduct, intentional misconduct, or a knowing violationof law.

(d)  A partner shall discharge the duties tothe partnership and the other partners under this part or under the partnershipagreement and exercise any rights consistently with the obligation of goodfaith and fair dealing.

(e)  A partner does not violate a duty orobligation under this part or under the partnership agreement merely becausethe partner's conduct furthers the partner's own interest.

(f)  A partner may lend money to and transactother business with the partnership, and as to each loan or transaction therights and obligations of the partner are the same as those of a person who isnot a partner, subject to other applicable law.

(g)  This section applies to a person windingup the partnership business as the personal or legal representative of the lastsurviving partner as if the person were a partner. [L 1999, c 284, pt of §1]