Article 4.--RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
56a-404.General standards of partner'sconduct.(a) The only fiduciary duties a partner owes tothe partnership and the other partners are the duty of loyalty andthe duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership andthe other partners is limited to the following:
(1) To account to the partnership and hold astrustee for it any property, profit, or benefit derived by thepartner in the conduct and winding up of the partnership businessor 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 inthe conduct or winding up of the partnership business as or onbehalf of a party having an interest adverse to the partnership;and
(3) to refrain from competing with the partnershipin the conduct of the partnership business before the dissolutionof the partnership.
(c) A partner's duty of care to the partnership and theother partners in the conduct and winding up of the partnershipbusiness is limited to refraining from engaging in grosslynegligent or reckless conduct, intentional misconduct, or a knowingviolation of law.
(d) A partner shall discharge the duties to thepartnership and the other partners under this act or under thepartnership agreement and exercise any rights consistently with theobligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligationunder this act or under the partnership agreement merely becausethe partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact otherbusiness with the partnership, and as to each loan or transactionthe rights and obligations of the partner are the same as those ofa person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up thepartnership business as the personal or legal representative of thelast surviving partner as if the person were a partner.
Article 4.--RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
56a-404.General standards of partner'sconduct.(a) The only fiduciary duties a partner owes tothe partnership and the other partners are the duty of loyalty andthe duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership andthe other partners is limited to the following:
(1) To account to the partnership and hold astrustee for it any property, profit, or benefit derived by thepartner in the conduct and winding up of the partnership businessor 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 inthe conduct or winding up of the partnership business as or onbehalf of a party having an interest adverse to the partnership;and
(3) to refrain from competing with the partnershipin the conduct of the partnership business before the dissolutionof the partnership.
(c) A partner's duty of care to the partnership and theother partners in the conduct and winding up of the partnershipbusiness is limited to refraining from engaging in grosslynegligent or reckless conduct, intentional misconduct, or a knowingviolation of law.
(d) A partner shall discharge the duties to thepartnership and the other partners under this act or under thepartnership agreement and exercise any rights consistently with theobligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligationunder this act or under the partnership agreement merely becausethe partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact otherbusiness with the partnership, and as to each loan or transactionthe rights and obligations of the partner are the same as those ofa person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up thepartnership business as the personal or legal representative of thelast surviving partner as if the person were a partner.
Article 4.--RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
56a-404.General standards of partner'sconduct.(a) The only fiduciary duties a partner owes tothe partnership and the other partners are the duty of loyalty andthe duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership andthe other partners is limited to the following:
(1) To account to the partnership and hold astrustee for it any property, profit, or benefit derived by thepartner in the conduct and winding up of the partnership businessor 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 inthe conduct or winding up of the partnership business as or onbehalf of a party having an interest adverse to the partnership;and
(3) to refrain from competing with the partnershipin the conduct of the partnership business before the dissolutionof the partnership.
(c) A partner's duty of care to the partnership and theother partners in the conduct and winding up of the partnershipbusiness is limited to refraining from engaging in grosslynegligent or reckless conduct, intentional misconduct, or a knowingviolation of law.
(d) A partner shall discharge the duties to thepartnership and the other partners under this act or under thepartnership agreement and exercise any rights consistently with theobligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligationunder this act or under the partnership agreement merely becausethe partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact otherbusiness with the partnership, and as to each loan or transactionthe rights and obligations of the partner are the same as those ofa person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up thepartnership business as the personal or legal representative of thelast surviving partner as if the person were a partner.
