Fiduciary Duties and RUPA: An Inquiry Into Freedom of Contract

The Revised Uniform Partnership Act of 1994 (RUPA) section 404 establishes a comprehensive definition of partnership fiduciary duties and includes an express recognition of the unique position of a partner. The approach taken by RUPA endorses too great an invasion of the principle of freedom of contract among partners, and a change in the language of RUPA is proposed with the goal of expanding freedom of contract without abandoning the requirement of good faith

Notice and Notification Under the Revised Uniform Partnership Act: Some Suggested Changes

This Article addresses the decision by the drafters of the revised Uniform Partnership Act (1996) (RUPA) to reduce the traditional defenses available to partnerships in apparent authority cases. RUPA eliminated the requirement that apparent authority claims against a partnership be based on the claimant\u27s reasonable expectations. Under RUPA a partnership is liable for a partner\u27s unauthorized act even when the claimant had reason to know the act was unauthorized. A defense based on the claimant\u27s knowledge is effective only when the claimant actually knows--is cognitively aware--that the act was unauthorized. This Article argues that this places an unfair burden on innocent partners. It notes that the doctrine of apparent authority rests on the objective theory of contracts and that the approach taken in RUPA is inconsistent with that theory. On a separate but related matter, the Article suggests several technical amendments to the sections of RUPA dealing with constructive notice; the changes would simplify and clarify the language of RUPA