50-73.102 - General standards of partner's conduct. - Virginia Statutes

§ 50-73.102. General standards of partner's conduct.

A. The only fiduciary duties a partner owes to the partnership and the otherpartners are the duty of loyalty and the duty of care set forth insubsections B and C.

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

1. To account to the partnership and hold as trustee for it any property,profit, or benefit derived by the partner in the conduct and winding up ofthe partnership business or derived from a use by the partner of partnershipproperty, including the appropriation of a partnership opportunity;

2. To refrain from dealing with the partnership in the conduct or winding upof the partnership business as or on behalf of a party having an interestadverse to the partnership; and

3. To refrain from competing with the partnership in the conduct of thepartnership business before the dissolution of the partnership.

C. A partner's duty of care to the partnership and the other partners in theconduct and winding up of the partnership business is limited to refrainingfrom engaging in grossly negligent or reckless conduct, intentionalmisconduct, or a knowing violation of law.

D. A partner shall discharge the duties to the partnership and the otherpartners under this chapter or under the partnership agreement and exerciseany rights consistently with the obligation of good faith and fair dealing.

E. A partner does not violate a duty or obligation under this chapter orunder the partnership agreement merely because the partner's conduct furthersthe partner's own interest.

F. This section applies to a person winding up the partnership business asthe personal or legal representative of the last surviving partner as if theperson were a partner.

(1996, c. 292.)