RUPA deletes UPA Section 32(1)(e) which provides for dissolution when the business can only be carried on at a loss. That provision might result in a dissolution contrary to the partners' expectations in a start-up or tax shelter situation, in which case "book" or "tax" losses do not signify business failure. Truly poor financial performance may justify dissolution under subsection (5)(i) as a frustration of the partnership's economic purpose.

RUPA also deletes UPA Section 32(1)(f) which authorizes a court to order dissolution of a partnership when "other circumstances render a dissolution equitable." That provision was regarded as too open-ended and, given RUPA's expanded remedies for partners, unnecessary. No significant change in result is intended, however, since the interpretation of UPA Section 32(1)(f) is comparable to the specific grounds expressed in subsection (5). See, e.g., Karber v. Karber, 145 Ariz. 293, 701 P.2d 1 (Ct. App. 1985) (partnership dissolved on basis of suspicion and ill will, citing UPA §§ 32(1)(d) and (f)); Fuller v. Brough, 159 Colo. 147, 411 P.2d 18 (1966) (not equitable to dissolve partnership for trifling causes or temporary grievances that do not render it impracticable to carry on partnership business); Lau v. Wong, 1 Haw. App. 217, 616 P.2d 1031 (1980) (partnership dissolved where business operated solely for benefit of managing partner).

9. Section 801(6) provides for judicial dissolution on application by a transferee of a partner's transferable interest in the partnership, including the purchaser of a partner's interest upon foreclosure of a charging order. It is based on UPA Section 32(2) and authorizes dissolution upon a judicial determination that it is equitable to wind up the partnership business (i) after the expiration of the partnership term or completion of the undertaking or (ii) at any time, if the partnership were a partnership at will at the time of the transfer or when the charging order was issued. The requirement that the court determine that it is equitable to wind up the business is new. The rights of a transferee under this section cannot be varied in the partnership agreement. See Section 103(b)(8).