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 subsections B and C.
B. A partner's duty of loyalty to the partnership and the other partners is limited 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 of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.
2. 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.
3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
C. 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.
D. 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 consistently with the obligation of good faith and fair dealing.
E. 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.
F. A partner may lend money to and transact other business with the partnership if the loan or other business transaction is approved pursuant to subsection H, and as to each loan or transaction, the rights and obligations of the partner 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.
H. All of the partners or a lesser number or percentage specified in the partnership agreement may authorize or ratify an act or transaction that otherwise would violate a fiduciary duty of a partner.
Notes of Decisions
Cited in
4
cases, 2006–2014 · leading case:
Turley v. Ethington, 146 P.3d 1282 (Ariz. Ct. App. 2006).
Turley v. Ethington, 146 P.3d 1282 (Ariz. Ct. App. 2006).
· cites it 4× “See A.R.S. § 29-1034. Based on the facts alleged in the complaint, the Turleys have stated a cause of action under which the doctrine of constructive trusts might apply.”
TM2008 Investments, Inc. v. Procon Capital Corp., 323 P.3d 704 (Ariz. Ct. App. 2014).
· cites it 2× “§ 10-842(A) (establishing fiduciary duties for officer of corporation with discretionary authority); A.R.S. § 29-1034(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 subsections B…”
B2b CFO Partners, LLC v. Kaufman, 856 F. Supp. 2d 1084 (D. Ariz. 2012).
· cites it 3× “at § 29-1034(B)(3). Plaintiffs have presented evidence that suggests that Kaufman operated a competing business, KES, during the time that he or KES was a partner of B2B CFO.”
Turley v. Ethington (Ariz. Ct. App. 2006).
· cites it 4× “See A.R.S. § 29-1034. Based on the facts alleged in the complaint, the Turleys have stated a cause of action under which the doctrine of constructive trusts might apply.”
— Ariz. Rev. Stat. § 29-1034(A) — 1 case
TM2008 Investments, Inc. v. Procon Capital Corp., 323 P.3d 704 (Ariz. Ct. App. 2014).
“§ 10-842(A) (establishing fiduciary duties for officer of corporation with discretionary authority); A.R.S. § 29-1034(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 subsections B…”
— Ariz. Rev. Stat. § 29-1034(B)(3) — 1 case
B2b CFO Partners, LLC v. Kaufman, 856 F. Supp. 2d 1084 (D. Ariz. 2012).
“at § 29-1034(B)(3). Plaintiffs have presented evidence that suggests that Kaufman operated a competing business, KES, during the time that he or KES was a partner of B2B CFO.”
— Ariz. Rev. Stat. § 29-1034(B)(l) — 1 case
B2b CFO Partners, LLC v. Kaufman, 856 F. Supp. 2d 1084 (D. Ariz. 2012).
“at § 29-1034(B)(3). Plaintiffs have presented evidence that suggests that Kaufman operated a competing business, KES, during the time that he or KES was a partner of B2B CFO.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.