Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter IV. Relations of Partners to Each Other and to Partnership
Delaware Code

6 Del. C. § 15-404 (2026)

General standards of partner’s conduct

✓ current as of May 2026
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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 subsections (b) and (c) of this section.

(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 or winding up of the partnership business or affairs 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 or affairs as or on behalf of a party having an interest adverse to the partnership; and

(3) To refrain from competing with the partnership in the conduct of the partnership business or affairs 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 or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner’s conduct furthers the partner’s own interest.

(e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative of the last surviving partner as if the person were a partner.

72 Del. Laws, c. 151, §  1;  74 Del. Laws, c. 266, §  5; 
Notes of Decisions
Cited in 6 cases (4 in the last 5 years), 2014–2026 · leading case: Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015).
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Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015). · cites it 2× “6 Del. C. § 15-404(a). These are defined further as follows: (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…”
Mackie Banks v. Theodore Banks & S. Comfort, LLC (Del. Ch. 2022). · cites it 2× “7 Mackie filed a complaint on May 16, 2022, and an amended complaint (“Amended Complaint”) on June 20, 2022, alleging that the LLC and Ted breached their fiduciary duties to the JV Partnership under 6 Del. C. § 15-404 and asserting demand futility under 6 Del.”
Trust Robin, Inc. v. Tissue Analytics, Inc. (Del. Ch. 2022). “40 6 Del. C. § 15-404. 41 WO & MLSA at 21. 9 developed record, to defeat the claim of a special relationship arising out of a partnership.”
Angela Tsionas v. JG, LLC & James Grant (Del. Ch. 2024). “6 Del. C. § 15-404(a)-(b) (emphasis added).”
Jason McKenzie v. BDO USA Inc. (Del. Ch. 2026). “76 6 Del. C. § 15-404(b); see also id. § 404(a), (c).”
B&L Cellular (Del. Ch. 2014). “07(b), with 6 Del. C. § 15-404(b). This is unsurprising because both statutes are modeled on the Uniform Partnership Act.”
— 6 Del. C. § 15-404(a) — 2 cases
Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015). “6 Del. C. § 15-404(a). These are defined further as follows: (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…”
Angela Tsionas v. JG, LLC & James Grant (Del. Ch. 2024). “6 Del. C. § 15-404(a)-(b) (emphasis added).”
— 6 Del. C. § 15-404(b) — 3 cases
Gen. Ret. Sys. v. Dixon (In re Dixon), 525 B.R. 827 (Bankr. N.D. Ga. 2015). “6 Del. C. § 15-404(a). These are defined further as follows: (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…”
Jason McKenzie v. BDO USA Inc. (Del. Ch. 2026). “76 6 Del. C. § 15-404(b); see also id. § 404(a), (c).”
B&L Cellular (Del. Ch. 2014). “07(b), with 6 Del. C. § 15-404(b). This is unsurprising because both statutes are modeled on the Uniform Partnership Act.”
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