1. Partnership agreement governs; default. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

[PL 2005, c. 543, Pt. A, §2 (NEW).]

Terms Used In Maine Revised Statutes Title 31 Sec. 1003

  • Business: includes every trade, occupation and profession. See Maine Revised Statutes Title 31 Sec. 1001
  • in writing: include printing and other modes of making legible words. See Maine Revised Statutes Title 1 Sec. 72
  • Limited liability partnership: means a partnership that has registered as a limited liability partnership pursuant to section 821 and does not have a similar statement in effect in any other jurisdiction. See Maine Revised Statutes Title 31 Sec. 1001
  • 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: means an association of 2 or more persons to carry on as co-owners a business for profit formed under section 1022, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 1001
  • 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.
  • Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Maine Revised Statutes Title 31 Sec. 1001
2. Nonwaivable provisions of chapter. The partnership agreement may not:
A. Vary the rights and duties under section 1005 except to eliminate the duty to provide copies of statements to all of the partners; [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. Unreasonably restrict the right of access to books and records under section 1043, subsection 2; [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Eliminate the duty of loyalty under section 1044, subsection 2 or section 1063, subsection 2, paragraph C, but:

(1) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty if not manifestly unreasonable; or
(2) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; [PL 2005, c. 543, Pt. A, §2 (NEW).]
D. Unreasonably reduce the duty of care under section 1044, subsection 3 or section 1063, subsection 2, paragraph C; [PL 2005, c. 543, Pt. A, §2 (NEW).]
E. Eliminate the obligation of good faith and fair dealing under section 1044, subsection 4, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable; [PL 2005, c. 543, Pt. A, §2 (NEW).]
F. Vary the power to dissociate as a partner under section 1062, subsection 1, except to require the notice under section 1061, subsection 1 to be in writing; [PL 2005, c. 543, Pt. A, §2 (NEW).]
G. Vary the right of a court to expel a partner in the events specified in section 1061, subsection 5; [PL 2005, c. 543, Pt. A, §2 (NEW).]
H. Vary the requirement to wind up the partnership business in cases specified in section 1081, subsection 4, 5 or 6; [PL 2005, c. 543, Pt. A, §2 (NEW).]
I. Vary the law applicable to a limited liability partnership under section 1006, subsection 2; or [PL 2005, c. 543, Pt. A, §2 (NEW).]
J. Restrict rights of 3rd parties under this chapter. [PL 2005, c. 543, Pt. A, §2 (NEW).]

[PL 2005, c. 543, Pt. A, §2 (NEW).]

SECTION HISTORY

PL 2005, c. 543, §A2 (NEW).
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