| RUPA addresses the settlement of accounts and contributions |
| among partners. First, the partnership assets are used to pay |
| partnership creditors. Second, after the payment of creditors, |
| any surplus is paid in cash to the partners to settle the |
| partners' accounts. If a partner has a negative account, which |
| occurs when the partner's obligations to the partnership are in |
| excess of the amount owed from the partnership, then the partner |
| must contribute the negative amount to the partnership. RUPA |
| contains special provisions for coverage of obligations of an |
| insolvent partner by solvent partners, the rights of the estate |
| of a deceased partner and the rights of a creditor of a partner. |
| Under current Maine law, similar rules apply to the settlement of |
| partnership assets upon dissolution. Current Maine law |
| distinguishes between obligations to creditors and obligations to |
| partners. The proposed Maine laws do not make this distinction |
| and treat all creditors of the partnership equally. Moreover, |