17-21-306 if he actually had been a partner.

17-21-306 if he actually had been a partner.

(b) Subject to subsection (a) of this section if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.

(c) If a person is thus represented to be a partner in an existing partnership or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as provided in W.S. 17-21-306 as if the person actually had been a partner.

(d) A person is not a partner in a partnership solely because the person is named by another in a statement of partnership authority.

(e) A person does not continue to be a partner solely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

17-21-309. Liability of incoming partner.

A person admitted as a partner into a partnership is liable for all obligations of the partnership arising before the person's admission as if the person had been a partner when the obligations were incurred, but this liability may be satisfied only out of partnership property.

ARTICLE 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

17-21-401. Partner's rights and duties.

(a) A partnership shall establish an account for each partner which shall be credited with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits. Each partner's account shall be charged with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that the partner shall be personally liable on account of such charges only as provided in W.S. 17-21-807 and 17-21-808.

(b) A partnership shall credit each partner's account with an equal share of the partnership profits and shall charge each partner with a share of the partnership losses, whether capital or operating, as provided in W.S. 17-21-808, in proportion to the partner's share of the profits.

(c) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property, provided, however, that no other partner shall be required to make any payment to the partnership or any other partner, except as provided to the partnership or any other partner, except as provided in W.S. 17-21-807 and 17-21-808, including any payments attributable all or in part to partnership liabilities for indemnification.

(d) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.

(e) A payment made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(j) A person may become a partner only with the consent of all the partners.

(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

(m) This section does not affect the obligations of a partnership to other persons under W.S. 17-21-301.

17-21-402. Distributions in kind.

A partner has no right to receive and may not be required to accept a distribution in kind.

17-21-403. Partner's right to information.

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership, on demand, shall furnish to a partner and the legal representative of a deceased partner or partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.

17-21-404. 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 this section.

(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:

(i) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner, without the consent of the other partners, in the conduct and winding up of the partnership business or from a use or appropriation by the partner of partnership property or opportunity;

(ii) 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 without the consent of the other partners; and

(iii) To refrain from competing with the partnership in the conduct of the partnership business without the consent of the other partners before the dissolution of the partnership.

(c) A partner's duty of loyalty may not be eliminated by agreement, but the partners may by agreement identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.

(d) 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.

(e) 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. The obligation of good faith and fair dealing may not be eliminated by agreement but the partners may by agreement determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.

(f) 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. A partner may lend money to and transact other business with the partnership. The rights and obligations of a partner who lends money to or transacts business with the partnership 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.

17-21-405. Partner's liability to partnership. A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.

17-21-406. Remedies of partnership and partners.

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting as to partnership business, to:

(i) Enforce a right under the partnership agreement;

(ii) Enforce a right under this chapter, including:

(A) The partner's rights under W.S. 17-21-401,