Neb. Rev. Stat. » Chapter 67
Nebraska Revised Statutes

Neb. Rev. Stat. § 67-424 (2026)

General standards of partner's conduct

✓ current as of July 2026
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(1) 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 (2) and (3) of this section.

(2) A partner's duty of loyalty to the partnership and the other partners is limited to the following:

(a) 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;

(b) 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

(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

(3) 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.

(4) A partner shall discharge the duties to the partnership and the other partners under the Uniform Partnership Act of 1998 or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(5) A partner does not violate a duty or obligation under the act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

(6) 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.

(7) 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
Cited in 6 cases (1 in the last 5 years), 2002–2025 · leading case: Bellino v. McGrath North Mullin & Kratz, PC LLO, 738 N.W.2d 434 (Neb. 2007).
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Bellino v. McGrath North Mullin & Kratz, PC LLO, 738 N.W.2d 434 (Neb. 2007). · cites it 2× “Accordingly, Bellino, as the president, a director, and a shareholder in a close corporation, had a duty to act in the best interests of Lottery. No justification *145 for his conduct existed in Nebraska law, and McGrath North negligently advised Bellino to act contrary to such…”
Dick v. Koski Prof. Grp., 307 Neb. 599 (Neb. 2020). · cites it 2× “Resignation by a shareholder from the position of officer and director does not relieve that per- son of a fiduciary duty to the fellow shareholders because the resignation does not change that person’s status as a shareholder in the close corporation. In arguing that it was…”
Price, 2010 T.C. Memo. 2 (1970). · cites it 3× “With respect to persons who are not partners of a limited partnership, the general partner has the liabilities of a partner in a partnership without limited partners. Neb. Rev. Stat. Ann. sec. 67-256 (1981).”
Noel v. Pathology Med. Servs., 320 Neb. 92 (Neb. 2025). “92 standard but have applied it to a former shareholder employee competing with his former employer, 12 usurpation of a cor- porate opportunity, 13 failure to monitor corporate affairs, 14 and a personal representative’s improper payment out of an estate.”
Dick v. Koski Prof. Grp., 307 Neb. 599 (Neb. 2020). · cites it 2× “Resignation by a shareholder from the position of officer and director does not relieve that per- son of a fiduciary duty to the fellow shareholders because the resignation does not change that person’s status as a shareholder in the close corporation. In arguing that it was…”
LG&E Capital Corp. v. Tenaska VI, L.P. (8th Cir. 2002). “04; see also Neb. Rev. Stat. § 67-424 (eliminating the fiduciary duty Nebraska had previously recognized during the formation stage of a partnership).”
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