61-2-405 - Discharge of duties Liability. - Tennessee Statutes

61-2-405. Discharge of duties Liability.

(a)  A general partner shall discharge his duties as a partner, including his duties as a member of a committee:

     (1)  In good faith;

     (2)  With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

     (3)  In a manner he reasonably believes to be in the best interest of the partnership.

(b)  In discharging his duties, a general partner is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

     (1)  One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented;

     (2)  Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or

     (3)  A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence.

(c)  The general partner is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d)  A general partner is not liable for any action taken as a partner, or any failure to take any action, if he performed the duties of his office in compliance with this section.

[Acts 1988, ch. 922, § 1.]