Vermont § 3234 - General standards of partner’s conduct

§ 3234. General standards of partner’s conduct

• (a) 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 (b) and (c)
  of this section. (b) A partner’s duty of loyalty to the partnership and the other partners is limited to
  the following: (1) 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; (2) 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 (3) to refrain from competing with the partnership in the conduct of the partnership business
  before the dissolution of the partnership. (c) 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. (d) 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. (e) 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. (f) 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. (g) 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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)