Wash. Rev. Code » Title 25 · Chapter 25.05
Revised Code of Washington

Wash. Rev. Code § 25.05.165 (2026)

General standards of partner's conduct

✓ current as of May 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 this chapter 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 this chapter 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.
[ 1998 c 103 s 404.]
Notes of Decisions
Cited in 21 cases (3 in the last 5 years), 2005–2024 · leading case: Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007).
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Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007). · cites it 6× “RCW 25.05.165. A partner owes a duty of loyalty to avoid secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. v. Corp. Bus. Park, 158 P.3d 1183 (Wash. Ct. App. 2007). · cites it 6× “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). · cites it 6× “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). · cites it 8× “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). · cites it 3× “RCW 25.05.165. A partner's duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). · cites it 3× “RCW 25.05.165. A partner’s duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “RCW 25.05.165 (section 404(a)) states that a partner owes fiduciary duties “to the partnership and the other partners.”
Biochron, Inc. v. Blue Roots, LLC, 529 P.3d 464 (Wash. Ct. App. 2023). · cites it 2× “RCW 25.05.165(1). The duty of loyalty includes the duty “[t]o account to the partnership and hold as trustee for it any property, profit, or benefit derived by the 29 For the current opinion, go to https://www.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). · cites it 7× “RCW 25.05.165. ¶9 Here, as the federal district court held, the partnership agreement expressly allows for sale of partnership assets by majority vote.”
J&J Celcom v. AT&T Wireless Servs., Inc., 481 F.3d 1138 (9th Cir. 2007). · cites it 2× “Wash. Rev.Code § 25.05.165(1). Second, it expands the definition of the duty of loyalty to include “refraining] 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.”
Bishop of Victoria Corp. v. Corp. Bus., 151 P.3d 1028 (Wash. Ct. App. 2007). · cites it 6× “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
Blixseth v. Blixseth (In Re Blixseth), 459 B.R. 444 (Bankr. D. Mont. 2011). “” RCW 25.05.165(2)(a). If state law makes clear that a partner is a trustee over partnership assets for all purposes, then the partner is a fiduciary within the narrow meaning of § 523(a)(4).”
Show all 21 citing cases →
— Wash. Rev. Code § 25.05.165(1) — 3 cases
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
Biochron, Inc. v. Blue Roots, LLC, 529 P.3d 464 (Wash. Ct. App. 2023). “RCW 25.05.165(1). The duty of loyalty includes the duty “[t]o account to the partnership and hold as trustee for it any property, profit, or benefit derived by the 29 For the current opinion, go to https://www.”
J&J Celcom v. AT&T Wireless Servs., Inc., 481 F.3d 1138 (9th Cir. 2007). “Wash. Rev.Code § 25.05.165(1). Second, it expands the definition of the duty of loyalty to include “refraining] 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.”
— Wash. Rev. Code § 25.05.165(2) — 3 cases
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's (Wash. Ct. App. 2015).
Narinder Samra Et Ano v. Pritpal Singh (Wash. Ct. App. 2020).
— Wash. Rev. Code § 25.05.165(2)(a) — 12 cases
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). “RCW 25.05.165. A partner's duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). “RCW 25.05.165. A partner’s duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007). “RCW 25.05.165. A partner owes a duty of loyalty to avoid secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. v. Corp. Bus. Park, 158 P.3d 1183 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
— Wash. Rev. Code § 25.05.165(2)(b) — 5 cases
Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007). “RCW 25.05.165. A partner owes a duty of loyalty to avoid secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. v. Corp. Bus. Park, 158 P.3d 1183 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “RCW 25.05.165. ¶9 Here, as the federal district court held, the partnership agreement expressly allows for sale of partnership assets by majority vote.”
Bishop of Victoria Corp. v. Corp. Bus., 151 P.3d 1028 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
— Wash. Rev. Code § 25.05.165(2)(c) — 5 cases
Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007). “RCW 25.05.165. A partner owes a duty of loyalty to avoid secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. v. Corp. Bus. Park, 158 P.3d 1183 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “RCW 25.05.165. ¶9 Here, as the federal district court held, the partnership agreement expressly allows for sale of partnership assets by majority vote.”
Bishop of Victoria Corp. v. Corp. Bus., 151 P.3d 1028 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
— Wash. Rev. Code § 25.05.165(3) — 5 cases
Horne v. Aune, 121 P.3d 1227 (Wash. Ct. App. 2005). “RCW 25.05.165. A partner's duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Horne v. Aune, 130 Wash. App. 183 (Wash. Ct. App. 2005). “RCW 25.05.165. A partner’s duty of loyalty is limited to avoiding secret profits, self-dealing, and conflicts of interest.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
Janton Constr., Llc, Resp V. Royal Concentrates, Llc, Apps (Wash. Ct. App. 2024).
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's (Wash. Ct. App. 2015).
— Wash. Rev. Code § 25.05.165(4) — 3 cases
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
Narinder Samra Et Ano v. Pritpal Singh (Wash. Ct. App. 2020).
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's (Wash. Ct. App. 2015).
— Wash. Rev. Code § 25.05.165(5) — 7 cases
Bishop of Victoria Corp. Sole v. Corp. Bus. Park, LLC, 138 Wash. App. 443 (Wash. Ct. App. 2007). “RCW 25.05.165. A partner owes a duty of loyalty to avoid secret profits, self-dealing, and conflicts of interest.”
Bishop of Victoria Corp. v. Corp. Bus. Park, 158 P.3d 1183 (Wash. Ct. App. 2007). “A partner must avoid self-dealing by refraining from dealing with the partnership on behalf of a party having an interest adverse to the partnership.”
Rsd Aap Llc v. Alyeska Ocean Llc& Jeff & Jane Doe Hendrick's, 358 P.3d 483 (Wash. Ct. App. 2015). “3d 1227 (2005); RCW 25.05.165. RUPA is considered a “‘gap filler’” in this manner.”
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “RCW 25.05.165. ¶9 Here, as the federal district court held, the partnership agreement expressly allows for sale of partnership assets by majority vote.”
— Wash. Rev. Code § 25.05.165(6) — 2 cases
J & J CELCOM v. AT & T Wireless Servs. Inc., 169 P.3d 823 (Wash. 2007). “" RCW 25.05.165 (emphasis added). [3] ¶ 23 Our state legislature has adopted RUPA, and under its provisions, fiduciary duties are specifically set forth as explained below.”
J&J Celcom v. AT&T Wireless Servs. Inc., 162 Wash. 2d 102 (Wash. 2007). “RCW 25.05.165. ¶9 Here, as the federal district court held, the partnership agreement expressly allows for sale of partnership assets by majority vote.”
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