Book Description

This Article is a brief overview of what the Reporters believe to be the four basic contributions of the Revised Uniform Partnership Act (RUPA or Act). First, RUPA changes the law of partnership breakups and gives greater stability to partnerships by abandoning the traditional rule that a partnership is dissolved every time a member leaves. Second, RUPA makes clear that partners are not fiduciaries among themselves in the same sense as disinterested trustees. Specifically, RUPA states that partners legitimately may pursue self-interest without automatically running afoul of their fiduciary duties. On the other hand, RUPA provides an irreducible core of fiduciary duties among partners. Third, RUPA rewrites the rules on the nature and transfer of partnership property. It adopts an entity approach for the sake of simplicity and provides for the filing of partnership statements, including statements of partnership authority, dissociation, and dissolution. Fourth, RUPA for the first time expressly authorizes the conversion and merger of partnerships and provides "safe-harbor" rules for those transactions.