LD 1609
pg. 81
Page 80 of 148 An Act To Establish the Uniform Partnership Act Page 82 of 148
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LR 1469
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liquidator of the partner or of all or substantially all of
the partner's property obtained without the partner's consent
or acquiescence or failing within 90 days after the expiration
of a stay to have the appointment vacated;

 
7.__Partner who is individual.__In the case of a partner who
is an individual:

 
A.__The partner's death;

 
B.__The appointment of a guardian or general conservator for
the partner; or

 
C.__A judicial determination that the partner has otherwise
become incapable of performing the partner's duties under
the partnership agreement;

 
8.__Partner is trust or trustee.__In the case of a partner
that is a trust or is acting as a partner by virtue of being a
trustee of a trust, distribution of the trust's entire
transferable interest in the partnership, but not merely by
reason of the substitution of a successor trustee;

 
9.__Partner is estate or personal representative of estate.__
In the case of a partner that is an estate or is acting as a
partner by virtue of being a personal representative of an
estate, distribution of the estate's entire transferable interest
in the partnership, but not merely by reason of the substitution
of a successor personal representative; or

 
10.__Termination. Termination of a partner who is not an
individual, partnership, limited liability company, corporation,
trust or estate.

 
Comment

 
(This is Section 601 of the Uniform Partnership Act (1997).)

 
1. RUPA dramatically changes the law governing partnership
breakups and dissolution. An entirely new concept,
"dissociation," is used in lieu of the UPA term "dissolution" to
denote the change in the relationship caused by a partner's
ceasing to be associated in the carrying on of the business.
"Dissolution" is retained but with a different meaning. See
Section 802. The entity theory of partnership provides a
conceptual basis for continuing the firm itself despite a
partner's withdrawal from the firm.

 
Under RUPA, unlike the UPA, the dissociation of a partner does
not necessarily cause a dissolution and winding up of the
business of the partnership. Section 801 identifies the


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