LD 1609
pg. 145
Page 144 of 148 An Act To Establish the Uniform Partnership Act Page 146 of 148
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LR 1469
Item 1

 
Under current law, the partners who have not wrongfully
dissolved the partnership may wind up the partnership. RUPA
enumerates the rules for who may wind up the partnership business
and the powers of the person or persons winding up the
partnership business.

 
Under RUPA, a partnership is bound by a partner's act after
dissolution if the act either is appropriate for winding up the
partnership or would have bound the partnership before
dissolution if the other party had no notice of the dissolution.
The current Maine provisions are similar. The proposed Maine
provision removes some complex and cumbersome provisions dealing
with former creditors and other parties who knew the partnership
before dissolution.

 
RUPA enumerates the rules for the filing of a statement of the
partnership's dissociation and the effects of the filing with
respect to 3rd parties dealing with the partnership. RUPA
provides that the statement is effective 90 days after filing,
but this Maine enactment provides that the statement is effective
30 days after filing. There is no similar provision under
current Maine law.

 
The proposed Maine law is similar to current Maine law
concerning a partner's liability to other partners after
dissolution. RUPA provides that a partner is liable to the other
partners for the partner's share of any partnership liability
incurred to wind up the partnership. In addition, a partner who
incurs a partnership liability for an act inappropriate for
winding up the partnership is liable to the partnership for any
damage arising from the liability. Unlike current law, RUPA
draws no distinction as to the cause of dissolution.

 
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,


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