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UNIFORM PARTNERSHIP ACT (1997)

UNIFORM PARTNERSHIP ACT (1997)

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Published by sonuraj
UNIFORM PARTNERSHIP ACT (1997)
Drafted by the
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
and by it
APPROVED AND RECOMMENDED FOR ENACTMENT
IN ALL THE STATES
at its
ANNUAL CONFERENCE
UNIFORM PARTNERSHIP ACT (1997)
Drafted by the
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
and by it
APPROVED AND RECOMMENDED FOR ENACTMENT
IN ALL THE STATES
at its
ANNUAL CONFERENCE

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Published by: sonuraj on Feb 06, 2009
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01/09/2013

(a) Unless displacedbyparticular provisions of this [Act], the principlesof

law and equity supplement this [Act].

(b) If an obligation to pay interest arises under this [Act] and the rate is

not specified,the rate is that specifiedin [applicablestatute].

Comment

22

The principlesof law and equity supplement RUPA unless displacedbya
particular provision of the Act. This broad statement combines the separate rules
contained in UPA Sections 4(2), 4(3), and 5. These supplementary principles
encompass not only the law of agency and estoppel and the law merchant mentioned
in the UPA, but allof the other principleslisted in UCC Section 1-103: the law
relative to capacityto contract, fraud, misrepresentation, duress, coercion, mistake,
bankruptcy, and other common law validating or invalidatingcauses, such as
unconscionability. No substantive change from either the UPA or the UCC is
intended.

It was thought unnecessaryto repeat the UPA Section 4(1) admonition
that statutes in derogation of the common law are not to be strictly construed. This
principle is now so wellestablishedthat it is not necessaryto so state in the Act. No
change in the law is intended. See the Comment to RUPA Section 1101.

Subsection (b) is new. It is based on the definition of “interest” in Section
14-8-2(5) of the Georgia act and establishesthe applicablerate of interest in the
absenceof an agreement among the partners. Adopting States can select the State’s
legal rate of interest or other statutory interest rate, such as the rate for judgments.

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