10. Subsection (i) continues the substance of UPA Section 18(g) that no person can become a partner without the consent of all the partners.

11. Subsection (j) continues with one important clarification the UPA Section 18(h) scheme of allocating management authority among the partners. In the absence of an agreement to the contrary, matters arising in the ordinary course of the business may be decided by a majority of the partners. Amendments to the partnership agreement and matters outside the ordinary course of the partnership business require unanimous consent of the partners. Although the text of the UPA is silent regarding extraordinary matters, courts have generally required the consent of all partners for those matters. See, e.g., Paciaroni v. Crane, 408 A.2d 946 (Del. Ch. 1989); Thomas v. Marvin E. Jewell & Co., 232 Neb. 261, 440 N.W.2d 437 (1989); Duell v. Hancock, 83 A.D.2d 762, 443 N.Y.S.2d 490 (1981).

It is not intended that subsection (j) embrace a claim for an objection to a partnership decision that is not discovered until after the fact. There is no cause of action based on that after- the-fact second-guessing.

12. Subsection (k) is new and was added to make it clear that Section 301 governs partners' agency power to bind the partnership to third persons, while Section 401 governs partners' rights among themselves.

§1042.__Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.

Comment

(This is Section 402 of the Uniform Partnership Act (1997).)

Section 402 provides that a partner has no right to demand and receive a distribution in kind and may not be required to take a distribution in kind. That continues the "in kind" rule of UPA Section 38(l). The new language is suggested by RULPA Section 605.