(1) The duties a partner owes to the partnership and the other partners, in addition to those established elsewhere in this article, include the duties to:
Account to the partnership and hold as trustee for it any property, profit, or benefitderived by the partner in the conduct or winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
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;
Refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership; and
Comply with the provisions of the partnership agreement.
A partner owes to the partnership and the other partners a duty of care in the conductand winding up of the partnership business which shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
A partner shall discharge the partner's duties to the partnership and the other partnersand exercise any rights consistently with the obligation of good faith and fair dealing.
A partner does not violate a duty or obligation to the partnership or the other partnerssolely because the partner's conduct furthers the partner's own interest.
A partner may lend money to and transact other business with the partnership, and asto each loan or transaction the rights and obligations of the partner may be exercised or performed in the same manner as those of a person who is not a partner, subject to other applicable law.
If a partnership is formed, the duties a partner owes to the partnership and the otherpartners pertain to all transactions connected with the formation, conduct, or liquidation of the partnership.
This section applies to a person winding up the partnership business as the personalor legal representative of the last surviving partner as if the person were a partner.
Source: L. 97: Entire article added, p. 881, § 1, effective January 1, 1998.