K.S.A. » Chapter 56a
Kansas Statutes Annotated

K.S.A. § 56a-404 (2026)

General standards of partner's conduct

✓ current as of May 2026
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56a-404. General standards of partner's conduct. (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; and

(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 act 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 act 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 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.

History: L. 1998, ch. 93, § 23; January 1, 1999.

Notes of Decisions
Cited in 5 cases, 2001–2020 · leading case: Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006).
Sort: Relevance Newest Treatment
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). · cites it 30× “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
Kindergartners Count, Inc. v. DeMoulin, 249 F. Supp. 2d 1233 (D. Kan. 2003). · cites it 2× “K.S.A. 56a-404 (a), (d) (1999). 18 . K.S.”
Horejs v. Steele (In Re Steele), 292 B.R. 422 (Bankr.D. Colo. 2003). “54, § 1-404 ; Kan. Stat. Ann. § 56a-404. The Seay court went on to examine whether or not Oklahoma state common law provides a basis for the requisite level of fiduciary duty to implicate § 523(a)(4).”
Cimarron Feeders v. Bolle, 17 P.3d 957 (Kan. Ct. App. 2001). · cites it 2× “, and specifically K.S.A. 1999 Supp. 56a-404, in instructing the jury on the fiduciary duties which the partners in Cimarron Dairy, L.”
Pipeline Prods., Inc. v. The Madison Companies, LLC (D. Kan. 2020). · cites it 2× “Specifically, defendants point to Section 56a-404(e), which provides that a partner “does not violate a duty or obligation under this act or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.”
— K.S.A. § 56a-404(a) — 2 cases
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
Kindergartners Count, Inc. v. DeMoulin, 249 F. Supp. 2d 1233 (D. Kan. 2003). “K.S.A. 56a-404 (a), (d) (1999). 18 . K.S.”
— K.S.A. § 56a-404(b) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(b)(1) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(b)(2) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(b)(3) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(b)(l) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(d) — 1 case
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
— K.S.A. § 56a-404(e) — 2 cases
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006). “Plaintiffs have not produced evidence to establish a dispute as to a material fact regarding their allegation that Via Christi Health Partners breached the duties contained in K.S.A. 2003 Supp. 56a-404. “7. Defendants are entitled to judgment on Plaintiffs’ claims regarding…”
Pipeline Prods., Inc. v. The Madison Companies, LLC (D. Kan. 2020). “Specifically, defendants point to Section 56a-404(e), which provides that a partner “does not violate a duty or obligation under this act or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.”
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