Montana Code 35-10-106. Effect of partnership agreement — nonwaivable provisions
35-10-106. Effect of partnership agreement — nonwaivable provisions. (1) Except as provided in subsection (2), a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
Terms Used In Montana Code 35-10-106
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Writing: includes printing. See Montana Code 1-1-203
(2)A partnership agreement may not:
(a)vary the rights and duties under 35-10-111 except to eliminate the duty to provide copies of statements to all of the partners;
(b)unreasonably restrict a partner’s right of access to books and records under 35-10-402(2);
(c)eliminate the duty of loyalty under 35-10-405(3);
(d)unreasonably reduce the duty of care under 35-10-405(4);
(e)eliminate the obligation of good faith and fair dealing under 35-10-405(5);
(f)vary the power to withdraw as a partner under 35-10-616(1), except to require the notice to be in writing;
(g)vary the right to expulsion of a partner by a court in the events specified in 35-10-616(5);
(h)vary the requirement to wind up the partnership business in cases specified in 35-10-624(4), (5), or (6); or
(i)restrict rights of third parties under this chapter.