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the legal validity of such conversions and mergers. Although not | | immune from variation in the partnership agreement, noncompliance | | with the requirements of Article 9 in effecting a conversion or | | merger is to deny that "safe harbor" validity to the transaction. | | In this regard, Sections 903(b) and 905(c)(2) require that the | | conversion or merger of a limited partnership be approved by all of | | the partners, notwithstanding a contrary provision in the limited | | partnership agreement. Thus, in effect, the agreement can not vary | | the voting requirement without sacrificing the benefits of the | | "safe harbor." |
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| | | §1004.__Supplemental principles of law |
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| | | 1.__Law and equity.__Unless displaced by particular provisions | | of this chapter, the principles of law and equity supplement this | | chapter. |
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| | | 2.__Interest rate.__If an obligation to pay interest arises | | under this chapter and the rate is not specified, the rate is | | that specified in Title 14, section 1602-B. |
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| | | (This is Section 104 of the Uniform Partnership Act (1997).) |
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| | | The principles of law and equity supplement RUPA unless | | displaced by a particular provision of the Act. This broad | | statement combines the separate rules contained in UPA Sections | | 4(2), 4(3), and 5. These supplementary principles encompass not | | only the law of agency and estoppel and the law merchant | | mentioned in the UPA, but all of the other principles listed in | | UCC Section 1103: the law relative to capacity to contract, | | fraud, misrepresentation, duress, coercion, mistake, bankruptcy, | | and other common law validating or invalidating causes, such as | | unconscionability. No substantive change from either the UPA or | | the UCC is intended. |
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| | | It was thought unnecessary to repeat the UPA Section 4(1) | | admonition that statutes in derogation of the common law are not | | to be strictly construed. This principle is now so well | | established that it is not necessary to so state in the Act. No | | change in the law is intended. See the Comment to RUPA Section | | 1101. |
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| | | Subsection (b) is new. It is based on the definition of | | "interest" in Section 1482(5) of the Georgia act and establishes | | the applicable rate of interest in the absence of an agreement | | among the partners. Adopting States can select the State's legal | | rate of interest or other statutory interest rate, such as the | | rate for judgments. |
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