Partnerships
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]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)