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| 4. Subsection (d) is new. It makes clear that unless otherwise | | agreed the partner whose interest is transferred retains all of the | | rights and duties of a partner, other than the right to receive | | distributions. That means the transferor is entitled to | | participate in the management of the partnership and remains | | personally liable for all partnership obligations, unless and until | | he withdraws as a partner, is expelled under Section 601(4)(ii), or | | is otherwise dissociated under Section 601. |
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| | | A divorced spouse of a partner who is awarded rights in the | | partner's partnership interest as part of a property settlement | | is entitled only to the rights of a transferee. The spouse may | | instead be granted a money judgment in the amount of the property | | award, enforceable by a charging order in the same manner as any | | other money judgment against a partner. In neither case, | | however, would the spouse become a partner by virtue of the | | property settlement or succeed to any of the partner's management | | rights. See, e.g., Warren v. Warren, 12 Ark. App. 260, 675 | | S.W.2d 371 (1984). |
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| | | 5. Subsection (e) is new and provides that the partnership | | has no duty to give effect to the transferee's rights until the | | partnership receives notice of the transfer. This is consistent | | with UCC Section 9318(3), which provides that an "account debtor" | | is authorized to pay the assignor until the account debtor | | receives notification that the amount due or to become due has | | been assigned and that payment is to be made to the assignee. It | | further provides that the assignee, on request, must furnish | | reasonable proof of the assignment. |
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| | | 6. Subsection (f) is new and provides that a transfer of a | | partner's transferable interest in the partnership in violation | | of a restriction on transfer contained in a partnership agreement | | is ineffective as to a person with timely notice of the | | restriction. Under Section 103(a), the partners may agree among | | themselves to restrict the right to transfer their partnership | | interests. Subsection (f) makes explicit that a transfer in | | violation of such a restriction is ineffective as to a transferee | | with notice of the restriction. See Section 102(b) for the | | meaning of "notice." RUPA leaves to general law and the UCC the | | issue of whether a transfer in violation of a valid restriction | | is effective as to a transferee without notice of the | | restriction. |
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| | | Whether a particular restriction will be enforceable, however, | | must be considered in light of other law. See 11 U.S.C. § | | 541(c)(1) (property owned by bankrupt passes to trustee | | regardless of restrictions on transfer); UCC § 9318(4) (agreement | | between account debtor and assignor prohibiting creation of | | security interest in a general intangible or requiring account |
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