§425-123  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 part 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 part 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. [L 1999, c 284, pt of §1]