Celcom

ORDER

To resolve this appeal, and pursuant to section 2.60.020 of the Washington Revised Code, we propose to certify a question of state law to the Supreme Court of Washington relating to the scope of a partner’s *653 fiduciary duty of loyalty under the revised partnership statute and Washington case law. See Wash. Rev.Code §§ 25.05.005-.907. We believe that guidance from the state supreme court is necessary to harmonize Washington case law with the current statutory scheme. The two cases of which we are aware that are relevant to the issue, Karle v. Seder, 35 Wash.2d 542 , 214 P.2d 684 (1950), and Bassan v. Investment Exchange Corp., 83 Wash.2d 922, 524 P.2d 233 (1974), seem to point in different directions and predate Washington’s adoption of the Revised Uniform Partnership Act, which appears to have made four important changes vis-a-vis the former Uniform Partnership Act. First, the statute now states that the only fiduciary duties owed by a partner to other partners are the duties of loyalty and care, as defined in the statute. Wash. Rev.Code § 25.05.165(1). Second, it defines the duty of loyalty to include “refrain[ing] from dealing with the partnership in the conduct or…