5.__Obligations of contract.__Neither this chapter nor any amendment of this chapter may be construed to impair the obligations of any contract existing when this chapter or amendment goes into effect.

Comment

(Subsection 1 is section 1207 of the Uniform Partnership Act (1997).)

This section continues the prior law after the effective date of the Act with respect to a pending action or proceeding or a right accrued at the time of the effective date. Since courts generally apply the law that exists at the time an action is commenced, in many circumstances the new law of this Act would displace the old law, but for this section.

Almost all States have general savings statutes, usually as part of their statutory construction acts. These are often very broad. Compare Uniform Statute and Rule Construction Act § 16(a) (narrow savings clause). As RUPA is remedial, the more limited savings provisions in Section 1207 are more appropriate than the broad savings provisions of the usual general savings clause. See generally, Comment to Uniform Statute and Rule Construction Act § 16.

Pending "action" refers to a judicial proceeding, while "proceeding" is broader and includes administrative proceedings. Although it is not always clear whether a right has "accrued," the term generally means that a cause of action has matured and is ripe for legal redress. See, e.g., Estate of Hoover v. Iowa Dept. of Social Services, 299 Iowa 702, 251 N.W.2d 529 (1977); Nielsen v. State of Wisconsin, 258 Wis. 1110, 141 N.W.2d 194 (1966). An inchoate right is not enough, and thus, for example, there is no accrued right under a contract until it is breached.

PART B

Sec. B-1. 31 MRSA §811, first ¶, as corrected by RR 2001, c. 2, Pt. C, §5 and affected by §7, is amended to read:

A limited liability partnership may be registered under this Act for any lawful purpose. A professional limited liability partnership, as defined in Title 13, section 282 723, subsection 5-A 6, is subject to the Maine Professional Service Corporation Act except as follows.