RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

M.R.S. tit. 31, ch. 17, subch. 4

in effect

31 M.R.S. §1041 Partner's rights and duties

1041. Partner's rights and duties 1. Partner's account. Each partner is deemed to have an account that is: A. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's share of the partnership profits; and B. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that is distributed by the partnership to the partner and the partner's share of the partnership losses. 2. Partnership profits and losses. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. 3. Reimbursement and indemnification. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. 4. Advance to partnership. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. 5. Loan to partnership; interest. A payment or advance made by a partner that gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership that accrues interest from the date of the payment or advance. 6. Management and conduct of business. Each partner has equal rights in the management and conduct of the partnership business. 7. Use or possess partnership property. A partner may use or possess partnership property only on behalf of the partnership. 8. Remuneration. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. 9. Consent of all partners required. A person may become a partner only with the consent of all of the partners. 10. Decision by majority or unanimous. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. 11. Obligations to other persons. This section does not affect the obligations of a partnership to other persons under section 1031. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1042 Distributions in kind

1042. Distributions in kind A partner has no right to receive, and may not be required to accept, a distribution in kind. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1043 Partner's rights and duties with respect to information

1043. Partner's rights and duties with respect to information 1. Books and records at chief executive office. A partnership shall keep its books and records, if any, at its chief executive office. 2. Access to books and records. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. 3. Furnishing of information. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: A. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and B. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1044 General standards of partner's conduct

1044. General standards of partner's conduct 1. Partner's fiduciary duties. 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 as those duties may be clarified or limited in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2. 2. Duty of loyalty limited. 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 knowingly 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. Duty of care. 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. Obligation of good faith and fair dealing. 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, as those obligations may be clarified in the partnership agreement to the extent and in the manner authorized by section 1003, subsection 2. 5. Partner's own interest. 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. Loan to and business with partnership. 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. Personal or legal representative. 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. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1045 Actions by partnership and partners

1045. Actions by partnership and partners 1. Partnership action against partner. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. 2. Partner action against partnership. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: A. Enforce the partner's rights under the partnership agreement; B. Enforce the partner's rights under this chapter, including: (1) The partner's rights under sections 1041, 1043 and 1044; (2) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1071 or enforce any other right under subchapter 6 or 7; or (3) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under subchapter 8; or C. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. 3. Time limitation. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. PL 2005, c. 543, §A2 (NEW).

31 M.R.S. §1046 Continuation of partnership beyond definite term or particular undertaking

1046. Continuation of partnership beyond definite term or particular undertaking 1. Rights and duties as at expiration or completion. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. 2. Presumption of agreement to continue. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. PL 2005, c. 543, §A2 (NEW).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch17sec0.htmlFetched: 10/20/2026