LD 1609
pg. 142
Page 141 of 148 An Act To Establish the Uniform Partnership Act Page 143 of 148
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LR 1469
Item 1

 
interest in partnership property. The partnership is treated as an
entity separate from the partners for purposes of property
interests.

 
Under current Maine law, every partner has access at all times
to inspect and copy the partnership's books and records. RUPA is
generally the same as the current law except that access is also
afforded to former partners with respect to books and records
pertaining to the period during which they were partners. Also
under RUPA, a partner's right of access to books and records may
not be unreasonably restricted by the partnership agreement.
Thus, reasonable restrictions by agreement are authorized.

 
RUPA provides that partners and the partnership have an
affirmative obligation to furnish to a partner without demand any
information concerning the partnership's business and affairs
reasonably required for the proper exercise of the partner's
rights and duties under the partnership agreement for the act.
As to other information, a partner and the partnership must
furnish the information on demand, except to the extent that the
demand or information is unreasonable or otherwise improper under
the circumstances. Current law contains no express provision.

 
RUPA clearly and exclusively defines the duties of loyalty and
duty of care; it specifies that a partner may transact business
with the partnership without violating any duties and it provides
that there is no per se violation of a duty solely on account of
the fact that the conduct furthers a partner's interest. There
is no comparable provision in current law on standards of partner
conduct, so it must be addressed by the common law.

 
Current law does not address an action of the partnership
against a partner. RUPA permits a partnership to maintain an
action against a partner.

 
Current Maine law provides that any partner has the right to a
formal account as to partnership affairs under certain
circumstances. The right of a partner to make an action against
a partnership is much broader and more specific under RUPA. In
particular, RUPA allows an action to be made against the
partnership by a partner with or without an accounting as to the
partnership business.

 
Under current law, the partners are tenants in partnership as
to partnership property. Under RUPA, a partner is not a co-owner
of partnership property; a partner has no interest in partnership
property that can be transferred.


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