N.M. Stat. § 54-2A-408
General standards of general partner's conduct.
A. The only fiduciary duties that a general partner has to the limited partnership and
the other partners are the duties of loyalty and care pursuant to Subsections B and C of
this section.
B. A general partner's duty of loyalty to the limited partnership and the other
partners is limited to the following:
(1)
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
limited partnership's activities or derived from a use by the general partner of limited
partnership property, including the appropriation of a limited partnership opportunity;
(2)
to refrain from dealing with the limited partnership in the conduct or
winding up of the limited partnership's activities as or on behalf of a party having an
interest adverse to the limited partnership; and
(3)
to refrain from competing with the limited partnership in the conduct or
winding up of the limited partnership's activities.
C. A general partner's duty of care to the limited partnership and the other partners
in the conduct and winding up of the limited partnership's activities is limited to refraining
from engaging in grossly negligent or reckless conduct, intentional misconduct or a
knowing violation of law.
D. A general partner shall discharge the duties to the partnership and the other
partners pursuant to the Uniform Revised Limited Partnership Act or pursuant to the
partnership agreement and exercise any rights consistently with the obligation of good
faith and fair dealing.
E. A general partner does not violate a duty or obligation pursuant to the Uniform
Revised Limited Partnership Act or pursuant to the partnership agreement merely
because the general partner's conduct furthers the general partner's own interest.