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Message: [QUOTE="Alsacs, post: 40369, member: 652"] Hope this helps [B][FONT=Calibri]. [/FONT][/B]Generally, as between themselves, partners are fiduciaries. The fiduciary duties include the following: 1)Accounting: Every partner must account to the partnership for any profits derived from the formation, conduct or liquidation of the partnership or from any use of partnership property, unless he or she acted with the consent of the partnership. 2)Competing with the Partnership: A partner may not compete with the partnership without the consent of all other partners. They must disclose the other partnerships and the parties give consent. 3)Assets: A partner who purchases or holds partnership assets in his own name does so as a trustee for the partnership and can be compelled to account to the partnership for the assets or their value. Partners’ fiduciary duties to one another are loyalty, care and good faith and fair dealing. 1)Duty of Loyalty: A partner must be loyal to his partners and make a full and fair disclosure to other partners of all information that may be of value to the partnership. a.Not all self-interested transactions violate the duty of loyalty. The question is whether the partnership or the other partners are harmed. b.Duty not to compete c.Duty to handle partnership opportunities appropriately d.Refrain from aiding adverse parties when winding up the partnership. 2)Duty of Care: The partner must refrain act how a reasonable person would in a similar situation and refrain from gross negligence, reckless conduct, intentional misconduct or knowing violation of the law in: 1) the conduct of partnership business; and 2) the winding up of the partnership 3)Duty of Good Faith and Fair Dealing: Partners must discharge the duties of loyalty and care in good faith and fair dealing. a.Partnership is a fiduciary relationship, and partners may not take advantages for themselves at the expense of the partnership. Thus a partner who seeks a business advantage over another partner bears the burden of showing complete good faith and fairness to the other. b.One way a self-interested partner may meet this burden is to have disinterested partners ratify its actions. [/QUOTE]

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