ORS 67.155
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) of this section.

(2)

A partner’s duty of loyalty to the partnership and the other partners includes the following:

(a)

To account to the partnership and hold 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)

Except as provided in subsections (5) and (6) of this section, to refrain from dealing with the partnership in a manner adverse to the partnership and to refrain from representing a person with an interest adverse to the partnership, in the conduct or winding up of the partnership business; 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 this chapter or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

(5)

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)

A partner may lend money to or transact other business with the partnership, provided that any loan or transaction between a partner and the partnership must be:

(a)

Fair to the partnership;

(b)

Authorized by the partnership agreement; or

(c)

Authorized or ratified by a majority of the disinterested partners or by a number or percentage of partners specified in the partnership agreement, after full disclosure of all material facts.

(7)

Loans and other transactions between the partnership and a partner are binding on the parties in the same manner as transactions between the partnership and persons who are not partners, subject to other applicable law.

(8)

This section also 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. [1997 c.775 §20]

Source: Section 67.155 — General standards of partner’s conduct, https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html.

Notes of Decisions

Under this section, scope of fiduciary duties of partners requires duties of loyalty and care but does not require partners act as trustee, which involves heightened duties; therefore, partners are not “fiduciaries” within the scope of 11 U.S.C. 523. Chapman v. Bond, 548 B.R. 570 (Bkrtcy. D. Or. 2016)

67.005
Definitions
67.011
Filing requirements
67.014
Filing, service, copying and certification fees
67.017
Effective time and date of document
67.021
Filing duty of Secretary of State
67.024
Appeal from actions of Secretary of State
67.027
Evidentiary effect of copy of filed document
67.030
Certificate of existence or authorization
67.033
Powers
67.040
Knowledge and notice
67.042
Effect of partnership agreement
67.044
Supplemental principles of law
67.046
Governing law
67.050
Partnership as entity
67.055
Creation of partnership
67.060
Partnership property
67.065
When property is partnership property
67.070
General powers of partnership
67.090
Partner agent of partnership
67.095
Transfer of partnership property
67.100
Partnership liable for partner’s actionable conduct
67.105
Partner’s liability
67.110
Actions by and against partnership and partners
67.115
Liability of purported partner
67.140
Partner’s rights and duties
67.145
Distributions in kind
67.150
Partner’s rights and duties with respect to information
67.155
General standards of partner’s conduct
67.160
Actions by partnership and partners
67.165
Continuation of partnership beyond definite term or particular undertaking
67.190
Partner not co-owner of partnership property
67.195
Partner’s transferable interest in partnership
67.200
Transfer of whole or part of partner’s transferable interest
67.205
Partner’s transferable interest subject to charging order
67.220
Events causing partner’s dissociation
67.225
Partner’s power to dissociate
67.230
Effect of partner’s dissociation
67.250
Purchase of dissociated partner’s interest
67.255
Dissociated partner’s power to bind and liability to partnership
67.260
Dissociated partner’s liability to other persons
67.265
Continued use of partnership name
67.290
Events causing dissolution and winding up of partnership business
67.295
Partnership continues after dissolution
67.300
Right to wind up partnership business
67.305
Partner’s power to bind partnership after dissolution
67.310
Partner’s liability to other partners after dissolution
67.315
Settlement of accounts and contributions among partners
67.340
Definitions for ORS 67.340 to 67.365
67.342
Conversion
67.344
Action on plan of conversion
67.346
Articles and plan of conversion
67.348
Effect of conversion
67.360
Merger
67.362
Action on plan of merger
67.364
Articles and plan of merger
67.365
Effect of merger
67.600
Eligibility for registration as a limited liability partnership
67.603
Application for registration
67.606
Cancellation of registration
67.610
Effect of changes in partnership on limited liability partnership status and liability of partners
67.615
Distributions to partners
67.625
Limited liability partnership name
67.635
Service of process on limited liability partnership
67.645
Annual report
67.655
Grounds for administrative revocation
67.660
Procedure for and effect of administrative revocation
67.665
Reinstatement following administrative revocation
67.670
Appeal from denial of reinstatement
67.680
Interstate application
67.700
Authority to transact business
67.705
Consequences of transacting business without authority
67.710
Application for authority to transact business
67.715
Amendment to application for authority
67.720
Limitations applicable to foreign limited liability partnerships
67.730
Name of foreign limited liability partnership
67.740
Withdrawal of foreign limited liability partnership
67.750
Grounds for revocation
67.755
Procedure for and effect of revocation
67.760
Appeal from revocation
67.765
Reinstatement of authority
67.770
Action by Attorney General
67.800
Uniformity of application and construction
67.805
Severability
67.810
Partnership subject to amendment or repeal of chapter
67.815
Short title
67.990
Penalty for signing false document
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