178.0408(3)(b) (b) On demand, any other information concerning the partnership’s business, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

178.0408(4) (4) The duty to furnish information under sub. (3) also applies to each partner on whom a demand is made to the extent the partner knows any of the information described in sub. (3).

178.0408(5) (5) Subject to sub. (10), on 10 days’ demand made in a record received by a partnership, a person dissociated as a partner may have access to information to which the person was entitled while a partner if all of the following apply:

178.0408(5)(a) (a) The information pertains to the period during which the person was a partner.

178.0408(5)(b) (b) The person seeks the information in good faith.

178.0408(5)(c) (c) The person satisfies the requirements imposed on a partner by sub. (2).

178.0408(6) (6) Not later than 10 days after receiving a demand under sub. (5), the partnership in a record shall inform the person that made the demand of all of the following:

178.0408(6)(a) (a) The information that the partnership will provide in response to the demand and when and where the partnership will provide the information.

178.0408(6)(b) (b) The partnership’s reasons for declining, if the partnership declines to provide any demanded information.

178.0408(7) (7) A partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

178.0408(8) (8) A partner or person dissociated as a partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under sub. (10) applies both to the agent or legal representative and to the partner or person dissociated as a partner.

178.0408(9) (9) Subject to s. 178.0505, the rights under this section do not extend to a person as transferee.

178.0408(10) (10) In addition to any restriction or condition stated in its partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.

178.0408 History History: 2015 a. 295.

178.0409 178.0409 Standards of conduct for partners.

178.0409(1) (1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subs. (2) and (3).

178.0409(2) (2) The fiduciary duty of loyalty of a partner includes all of the following duties:

178.0409(2)(a) (a) The duty to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in or from any of the following:

178.0409(2)(a)1. 1. The conduct or winding up of the partnership’s business.

178.0409(2)(a)2. 2. A use by the partner of the partnership’s property.

178.0409(2)(a)3. 3. The appropriation of a partnership opportunity.

178.0409(2)(b) (b) The duty to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership.

178.0409(2)(c) (c) The duty to refrain from competing with the partnership in the conduct of the partnership’s business before the dissolution of the partnership.

178.0409(3) (3) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 178.0105 (3) (h).

178.0409(4) (4) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights thereunder consistently with the contractual obligation of good faith and fair dealing.

178.0409(5) (5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner’s conduct furthers the partner’s own interest.

178.0409(6) (6) All the partners, or one or more disinterested partners with authority to act in the matter, may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a partner that otherwise would violate the duty of loyalty.

178.0409(7) (7) It is a defense to a claim under sub. (2) (b) and any comparable claim in equity or at common law that the transaction was fair to the partnership.

178.0409(8) (8) If, as permitted by sub. (6) or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by sub. (2) (b), the partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.