LD 1609
pg. 143
Page 142 of 148 An Act To Establish the Uniform Partnership Act Page 144 of 148
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LR 1469
Item 1

 
Under current law, only a partner's financial rights are
transferable. RUPA makes no change.

 
RUPA provides that a transferor partner retains the rights and
duties of a partner other than the economic rights transferred.
There is no comparable provision in current law.

 
RUPA provides that a transfer in violation of restrictions
against transfer is ineffective as to a person with timely notice
of the restriction. There is no comparable provision in current
law.

 
RUPA expressly provides that a charging order is the exclusive
remedy. Current law contains no provision although case law
provides that the charging order remedy is generally an exclusive
remedy.

 
Under current Maine law, the departure of a partner causes the
dissolution of the partnership. Dissolution of a partnership
because a partner departs is referred to as the "aggregate"
theory. Under RUPA, "dissociate" means separation. The
dissociation does not necessarily cause a dissolution of the
partnership. This is referred to as the "entity" theory.

 
With regard to a wrongful dissociation, current law provides
that a partner may depart the partnership at any time. The
departing partner can be charged with any damages caused by the
departure. Under RUPA, a partner who dissociates wrongfully is
liable to the partnership and the other partners.

 
Under current Maine law, after the departure of a partner the
other partners can continue the partnership only if the partner
wrongfully departed. Under RUPA, the result of the dissociation
is a buyout of the dissociated partner's interest unless there is
a dissolution of the partnership. RUPA clarifies a partner's
duties upon dissociation.

 
Under RUPA, when a partner's dissociation does not cause
dissolution, the partner's interest is purchased. RUPA
enumerates the purchase price and terms of the purchase. It also
provides special rules for the timing of a buyout when a partner
wrongfully dissociates from a term partnership or partnership
established to accomplish a specific project and for a claim by
the dissociated partner against the partnership to determine any
of the particulars of the buyout. There is no similar provision
under current Maine law because departure of a partner causes a
dissolution of the partnership. Under current law, if a partner
causes a dissolution wrongfully and if the other partners decide
to continue the partnership, then the partner causing the


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