LD 1609
pg. 86
Page 85 of 148 An Act To Establish the Uniform Partnership Act Page 87 of 148
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LR 1469
Item 1

 
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.

 
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.

 
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.

 
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).

 
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.

 
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.

 
§1062.__Partner's power to dissociate; wrongful dissociation

 
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.

 
2.__Wrongful dissociation.__A partner's dissociation is
wrongful only if:

 
A.__It is in breach of an express provision of the
partnership agreement; or


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