{"data":{"id":"us-ky/krs-362.1-404","jurisdiction":"us-ky","citation":"KRS 362.1-404","heading":"General standards of partner's conduct.","body":"(1) The fiduciary duties a partner owes to the partnership and the other partners include\nthe duty of loyalty and the duty of care set forth in subsections (2) and (3) of this\nsection.\n(2) A partner's duty of loyalty to the partnership and the other partners i ncludes, but is\nnot limited to, the following:\n(a) To account to the partnership and hold as trustee for it any property, profit, or\nbenefit derived by the partner in the conduct and winding up of the partnership\nbusiness or derived from a use by the partn er of partnership property,\nincluding the appropriation of a partnership opportunity;\n(b) To refrain from dealing with the partnership in the conduct or winding up of\nthe partnership business as or on behalf of a party having an interest adverse\nto the partnership; and\n(c) To refrain from competing with the partnership in the conduct of the\npartnership business before the dissolution of the partnership.\n(3) A partner's duty of care to the partnership and the other partners in the conduct and\nwinding up of t he partnership business includes, but is not limited to, acting with\nthe care that a reasonable person in a like position would exercise under similar\ncircumstances and in a manner that the partner believes to be in the best interests of\nthe partnership.\n(4) A partner shall discharge the duties to the partnership and the other partners under\nthis subchapter or under the partnership agreement and exercise any rights\nconsistently with the obligation of good faith and fair dealing.\n(5) A partner does not viola te a duty or obligation under this subchapter or under the\npartnership agreement merely because the partner's conduct furthers the partner's\nown interest. That a transaction was fair to the partnership shall not constitute a\ndefense to the breach of the obligation in subsection (2) of this section.\n(6) A partner may lend money to, borrow money from, act as a surety, guarantor, or\nendorser for, guarantee or assume one (1) or more specific obligations of, provide\ncollateral for and transact other business with the partnership, and as to each loan or\ntransaction the rights and obligations of the partner are the same as those of a person\nwho is not a partner, subject to other applicable law.\n(7) This section applies to a person winding up the partnership busines s as the personal\nor legal representative of the last surviving partner as if the person were a partner.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40455","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"5bb2e7a8fc36ba181306ef63e506ee1d48fafc06816d689332f678f1f8c4a9e8","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-403","next":"us-ky/krs-362.1-405"},"notice":"GroundRules: Original legal text. Not legal advice."}