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Texas. Normally, under RUPA, the deceased partner's transferable | interest in the partnership will pass to his estate and be bought | out under Article 7. |
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| | Section 601(7)(ii) replaces UPA Section 32(1)(a) and provides | for dissociation upon the appointment of a guardian or general | conservator for partner who is an individual. The appointment | itself operates as the event of dissociation, and no further | order of the court is necessary. |
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| | Section 601(7)(iii) is based on UPA Section 32(1)(b) and | provides for dissociation upon a judicial determination that an | individual partner has in any other way become incapable of | performing his duties under the partnership agreement. The | intent is to include physical incapacity. |
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| | 9. Section 601(8) is new and provides for the dissociation of | a partner that is a trust, or is acting as a partner by virtue of | being a trustee of a trust, upon the distribution by the trust of | its entire transferable interest in the partnership, but not | merely upon the substitution of a successor trustee. The | provision is inspired by RULPA Section 402(7). |
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| | 10. Section 601(9) is new and provides for the dissociation | of a partner that is an estate, or is acting as a partner by | virtue of being a personal representative of an estate, upon the | distribution of the estate's entire transferable interest in the | partnership, but not merely the substitution of a successor | personal representative. It is based on RULPA Section 402(10). | Under Section 601(7), a partner is dissociated upon death, | however, and the estate normally becomes a transferee, not a | partner. |
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| | 11. Section 601(10) is new and provides that a partner that | is not an individual, partnership, corporation, trust, or estate | is dissociated upon its termination. It is the comparable | "death" analogue for other types of entity partners, such as a | limited liability company. |
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| §1062.__Partner's power to dissociate; wrongful dissociation |
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| | 1.__By express will.__A partner has the power to dissociate at | any time, rightfully or wrongfully, by express will pursuant to | section 1061, subsection 1. |
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| | 2.__Wrongful dissociation.__A partner's dissociation is | wrongful only if: |
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| A.__It is in breach of an express provision of the | partnership agreement; or |
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