North Dakota Code 45-10.2-44 – (408) General standards of conduct of general partner
1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.
Terms Used In North Dakota Code 45-10.2-44
- Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
- Fiduciary: A trustee, executor, or administrator.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
2. A duty of loyalty of the general partner to the limited partnership and the other partners is limited to the following:
a. To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the activities of the limited partnership or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; b. To refrain from dealing with the limited partnership in the conduct or winding up of the activities of the limited partnership as or on behalf of a party having an interest adverse to the limited partnership; and
c. To refrain from competing with the limited partnership in the conduct or winding up of the activities of the limited partnership.
3. Duty of care of a general partner to the limited partnership and the other partners in the conduct and winding up of the activities of a limited partnership is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
4. A general 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.
5. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because conduct of the general partner furthers the interest of that general partner.