A. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care pursuant to Subsections B and C of this section.

B. A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:

1. (1) to account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
2. (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and

3. (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

   C. A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

   D. A general partner shall discharge the duties to the partnership and the other partners pursuant to the Uniform Revised Limited Partnership Act or pursuant to the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

   E. A general partner does not violate a duty or obligation pursuant to the Uniform Revised Limited Partnership Act or pursuant to the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.

History: Laws 2007, ch. 129, § 408.

ANNOTATIONS

Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.