LD 1609
pg. 141
Page 140 of 148 An Act To Establish the Uniform Partnership Act Page 142 of 148
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LR 1469
Item 1

 
holder for value without knowledge. Under RUPA, the burden shifts
to the partnership to show that the act was not authorized and that
the grantee and subsequent grantee for value had no knowledge or
notice of the partner's lack of authority.

 
Under current law concerning partnership liability for partner
conduct, the partnership is liable for the wrongful conduct of a
partner performed in the ordinary course of the business of the
partnership or with the authority of the other partners, but only
to persons who are not also partners in the partnership. RUPA is
the same as the current law, except that a partner can sue as
well. The RUPA provision also includes no-fault torts under the
phrase "other actionable conduct."

 
Under current law concerning partner liability, there is joint
and several liability for tortuous conduct and joint liability
for contractual obligations. Under RUPA, there is joint and
several liability for all obligations of the partnership. With
regard to registered liability partnerships except for
professional limited liability partnerships, the liability shield
under current law for a Maine limited liability partnership
protects only against tort liabilities. RUPA provides full
shield liability protection for a tortuous liability and for
contractual obligations. Current law contains no provision
concerning whether the partnership agreement affects the
liability imposed by the statute. In contracts, RUPA provides
that it expressly overrides anything to the contrary in the
partnership agreement. The current law limits the liability of
an incoming partner to the partnership property. RUPA provides
that there is no liability to incoming partners for preadmission
liabilities.

 
Current law contains no provision concerning actions by and
against the partnership and partners. RUPA establishes the
partnership as distinct from partners for judgments, levies and
legal actions generally.

 
Under current law, a partner is obligated to contribute
immediately to offset a deficit of the partnership. RUPA
provides that each partner is chargeable with a share of the
partnership losses in proportion to the partner's share of
profits. The partner is not obligated to contribute to any
deficit obligation before the partner withdraws or the
partnership liquidates.

 
Under current law and under RUPA, profits and losses are split
evenly under default provisions.

 
Under current law, partners have a tenancy in the partnership.
RUPA provides that the partners have no separate


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