Section 803(c) is new and provides further guidance on the powers of a person who is winding up the business. It is based on Delaware Laws, Title 6, Section 17803. The powers enumerated are not intended to be exclusive.

Subsection (c) expressly authorizes the preservation of the partnership's business or property as a going concern for a reasonable time. Some courts have reached that result without benefit of statutory authority. See, e.g., Paciaroni v. Crane, 408 A.2d 946 (Del. Ch. 1979). An agreement to continue the partnership business in order to preserve its going-concern value until sale is not a waiver of a partner's right to have the business liquidated.

The authorization of mediation and arbitration implements Conference policy to encourage alternative dispute resolution.

A partner's fiduciary duties of care and loyalty under Section 404 extend to winding up the business, except as modified by Section 603(b).

§1084.__Partner's power to bind partnership after dissolution

Subject to section 1085, a partnership is bound by a partner's act after dissolution that:

1.__Appropriate act.__Is appropriate for winding up the partnership business; or

2.__Act would have bound partnership.__Would have bound the partnership under section 1031 before dissolution, if the other party to the transaction did not have notice of the dissolution.

Comment

(This is Section 104 of the Uniform Partnership Act (1997).)

Section 804 is the successor to UPA Sections 33(2) and 35, which wind down the authority of partners to bind the partnership to third persons.

Section 804(1) provides that partners have the authority to bind the partnership after dissolution in transactions that are appropriate for winding-up the partnership business. Section 804(2) provides that partners also have the power after