§ 17-21-404 — General standards of partner's conduct

Wyoming § 17-21-404

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 4: RELATIONS OF PARTNERS TO EACH OTHER

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(a) The only fiduciary duties a partner owes to the
partnership and the other partners are the duty of loyalty and
the duty of care set forth in this section.
(b) A partner's duty of loyalty to the partnership and the
other partners is limited to the following:
(i) To account to the partnership and hold as trustee
for it any property, profit or benefit derived by the partner,
without the consent of the other partners, in the conduct and
winding up of the partnership business or from a use or
appropriation by the partner of partnership property or
opportunity;
(ii) To 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
without the consent of the other partners; and
(iii) To refrain from competing with the partnership
in the conduct of the partnership business without the consent
of the other partners before the dissolution of the partnership.
(c) A partner's duty of loyalty may not be eliminated by
agreement, but the partners may by agreement identify specific
types or categories of activities that do not violate the duty
of loyalty, if not manifestly unreasonable.
(d) 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.
(e) 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, consistent
with the obligation of good faith and fair dealing. The
obligation of good faith and fair dealing may not be eliminated
by agreement but the partners may by agreement determine the
standards by which the performance of the obligation is to be
measured, if the standards are not manifestly unreasonable.
(f) 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. A
partner may lend money to and transact other business with the
partnership. The rights and obligations of a partner who lends
money to or transacts business with the partnership are the same
as those of a person who is not a partner, subject to other
applicable law.
(g) 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.