(a)The 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 subdivisions (b) and (c).
(b)A partner’s duty of loyalty to the partnership and the other partners includes all of 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 or information, 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, and as to each loan or transaction, the rights and obligations of the partner regarding performance or enforcement 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.
Notes of Decisions
In re: Martin Pemstein & Diana Pemstein, 492 B.R. 274 (9th Cir. BAP 2013).
· cites it 6× “The DCA Opinion does not address the state court’s finding that Martin breached his duty of care to Harold, a fiduciary duty owed by partners to one another in a California partnership.”
T'Bear v. Forman, 359 F. Supp. 3d 882 (N.D. Cal. 2019).
· cites it 6× “" Cal. Corp. Code § 16404 (a). Plaintiff's complaint alleges that Defendant "breached his fiduciary duty [under the partnership] to act with good faith, due care and loyalty to Plaintiff.”
Heller Ehrman LLP v. Davis Wright Tremaine LLP, 411 P.3d 548 (Cal. 2018).
· cites it 5× “" ( Corp. Code, § 16404, subd. (b)(1).) Second, RUPA supplied a new provision specifying that one of a partner's fiduciary duties is the duty "[t]o refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.”
Geraci v. Geraci, 144 Cal. App. 4th 1278 (Cal. Ct. App. 2006).
· cites it 2× “) Corporations Code section 16404 lists the various fiduciary obligations a partner owes to the partnership and to other partners.”
Walker v. Walker, 138 Cal. App. 4th 1408 (Cal. Ct. App. 2006).
· cites it 2× “When Family Code section 721, subdivision (b) was enacted in 1992, Corporations Code section 16404 did not yet exist.”
Jones v. Wagner, 2001 Cal. Daily Op. Serv. 5640 (Cal. Ct. App. 2001).
· cites it 3× “(Corp. Code, § 16404.) The issue is whether there is substantial evidence to support the trial court’s conclusion that the Wagners did *472 not breach their fiduciary duties.”
Second Measure, Inc. v. Kim, 143 F. Supp. 3d 961 (N.D. Cal. 2015).
· cites it 3× “Code § 16807 . And even if Ba-bineau dissolved the joint venture or partnership in September of 2014, he was not subsequently entitled to appropriate its business opportunities.”
Enea v. Superior Court, 2005 Cal. Daily Op. Serv. 8767 (Cal. Ct. App. 2005).
· cites it 2× “” (Corp. Code, § 16404, subd. (b)(1), italics added; see id.”
D'Elia v. Rice Dev., Inc., 2006 UT App 416 (Utah Ct. App. 2006).
“owed the Trust a fiduciary duty as a matter of law, see Cal. Corp.Code § 16404 (West 2006); see also Johnson v.”
Agam v. Gavra, 236 Cal. App. 4th 91 (Cal. Ct. App. 2015).
“” (Corp. Code, § 16404, subd. (e).) “The apparent purpose of this provision .”
— Cal. Corporations Code § 16404(a) — 1 case
— Cal. Corporations Code § 16404(b) — 3 cases
In re: Martin Pemstein & Diana Pemstein, 492 B.R. 274 (9th Cir. BAP 2013).
“The DCA Opinion does not address the state court’s finding that Martin breached his duty of care to Harold, a fiduciary duty owed by partners to one another in a California partnership.”
Enea v. Superior Court, 2005 Cal. Daily Op. Serv. 8767 (Cal. Ct. App. 2005).
“” (Corp. Code, § 16404, subd. (b)(1), italics added; see id.”
— Cal. Corporations Code § 16404(b)(1) — 3 cases
In re: Martin Pemstein & Diana Pemstein, 492 B.R. 274 (9th Cir. BAP 2013).
“The DCA Opinion does not address the state court’s finding that Martin breached his duty of care to Harold, a fiduciary duty owed by partners to one another in a California partnership.”
— Cal. Corporations Code § 16404(c) — 1 case
In re: Martin Pemstein & Diana Pemstein, 492 B.R. 274 (9th Cir. BAP 2013).
“The DCA Opinion does not address the state court’s finding that Martin breached his duty of care to Harold, a fiduciary duty owed by partners to one another in a California partnership.”
— Cal. Corporations Code § 16404(e) — 2 cases
In re: Martin Pemstein & Diana Pemstein, 492 B.R. 274 (9th Cir. BAP 2013).
“The DCA Opinion does not address the state court’s finding that Martin breached his duty of care to Harold, a fiduciary duty owed by partners to one another in a California partnership.”
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