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both shielded and unshielded obligations and the partner required | | contributions are used to first pay shielded partnership | | obligations, the partners may be required to make further | | contributions to satisfy the partnership unpaid unshielded | | obligations. The proper resolution of this matter is left to | | debtor-creditor law as well as the law governing the fiduciary | | obligations of the partners. See Section 104(a). |
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| | | RUPA eliminates the distinction in UPA Section 40(b) between | | the liability owing to a partner in respect of capital and the | | liability owing in respect of profits. Section 807(b) speaks | | simply of the right of a partner to a liquidating distribution. | | That implements the logic of RUPA Sections 401(a) and 502 under | | which contributions to capital and shares in profits and losses | | combine to determine the right to distributions. The partners | | may, however, agree to share "operating" losses differently from | | "capital" losses, thereby continuing the UPA distinction. |
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| | | 4. Subsection (c) continues the UPA Section 40(d) rule that | | solvent partners share proportionately in the shortfall caused by | | insolvent partners who fail to contribute their proportionate | | share. The partnership may enforce a partner's obligation to | | contribute. See Section 405(a). A partner is entitled to | | recover from the other partners any contributions in excess of | | that partner's share of the partnership's liabilities. See | | Section 405(b)(iii). |
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| | | 5. Subsection (d) provides that, after settling the partners' | | accounts, each partner must contribute, in the proportion in | | which he shares losses, the amount necessary to satisfy | | partnership obligations that were not known at the time of the | | settlement. That continues the basic rule of UPA Section 40(d) | | and underscores that the obligation to contribute exists | | independently of the partnership's books of account. It | | specifically covers the situation of a partnership liability that | | was unknown when the partnership books were closed. |
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| | | 6. Under subsection (e), the estate of a deceased partner is | | liable for the partner's obligation to contribute to partnership | | losses. That continues the rule of UPA Section 40(g). |
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| | | 7. Subsection (f) provides that an assignee for the benefit | | of creditors of the partnership or of a partner (or other court | | appointed creditor representative) may enforce any partner's | | obligation to contribute to the partnership. That continues the | | rules of UPA Sections 36(4) and 40(e). |
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