(404) General standards of partner's conduct
N.D. Cent. Code § 45-16-04
in effect45-16-04. (404) General standards of partner's conduct
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.
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
chapters 45-13 through 45-21 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 chapters 45-13 through 45-21 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.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c16.pdf#nameddest=45-16-04Fetched: 10/16/2026