LD 1609
pg. 19
Page 18 of 146 PUBLIC Law Chapter 543 Page 20 of 146
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LR 1469
Item 1

 
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;

 
B.__To refrain from knowingly 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

 
C.__To refrain from competing with the partnership in the
conduct of the partnership business before the dissolution
of the partnership.

 
3.__Duty of care.__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.

 
4.__Obligation of good faith and fair dealing.__A 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, as those obligations may be clarified in
the partnership agreement to the extent and in the manner
authorized by section 1003, subsection 2.

 
5.__Partner's own interest.__A partner does not violate a duty
or obligation under this chapter or under the partnership
agreement merely because the partner's conduct furthers the
partner's own interest.

 
6.__Loan to and business with partnership.__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.

 
7.__Personal or legal representative.__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.

 
§1045.__Actions by partnership and partners

 
1.__Partnership action against partner.__A partnership may
maintain an action against a partner for a breach of the
partnership agreement, or for the violation of a duty to the
partnership, causing harm to the partnership.


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